Secret Wars: Ashes to Ashes
by TonyStarkakaIronMan
Summary: A homage to the classic miniseries Marvel published in 1984. As the war rages and the body count begins to rise, can Captain America and his allies defeat Dr. Doom's army while holding onto their principles?
1. First Night on Battleworld

Peter Parker looked somberly upon the alien sky. Although it was a cloudless evening, he could not discern a single star among the black field. Even the familiar moon was absent tonight; not that the moon had any business shining here. He sighed and thought of Mary Jane, a million light years away and probably worried sick that the odds had finally caught up with him and his body was lying lifeless somewhere, bloody and broken. He wished he could somehow let her know that he was alive and safe.

At least for the moment.

If only he hadn't seen it with his own eyes. . .

And yet it was still so hard to believe. An entire galaxy wiped out of existence with a thought simply because it was in the way. A world built for the express purpose of hosting a battle between super humans. It was like some curious experiment taking place at the ESU animal behavior lab, only he was one of the guinea pigs.

_Damn it, it wasn't fair!_

He brought his fist down hard, and it bent the metal bar he was leaning against into a U-shape. It spoiled the symmetry of the railing which surrounded this particular balcony. He forced it back into a straight line.

"That's right, you wouldn't want to upset the landlord."

Peter started and instinctively spun around into a defensive crouch. At the same time he saw the familiar red costume, he mentally reminded himself that his spider-sense hadn't gone off and therefore he was in no danger. He relaxed.

"My, aren't we jumpy."

"Sorry, Matt," he said sheepishly, "I'm just not used to people sneaking up on me. Plus, this whole situation has me on edge."

"Tell me about it," Daredevil stood next to him, leaning back against the newly repaired rail, "It's not everyday you get kidnapped by an omnipotent being and forced to do battle on his version of a chess board with the most powerful bad guys in the business."

"You forgot that they're ready, willing, and able to kill us in order to obtain their fondest wishes, while we have to play by the rules."

"I figured that part was self-explanatory."

Peter laughed. It was a sad, short sound. It really wasn't a joking matter, but it was better than dwelling on the cold reality they faced. Sure, he'd been in more life or death situations than he cared to remember, but never before had everything been so cut and dried. They were trying to kill them, while his side was trying to stay alive long enough to somehow turn the tables and end this. . . game. . .without anyone dying. Two groups--two armies--with conflicting objectives. It was war.

And he didn't like it.

"Do you think we'll win?" he asked.

The man in red was quiet for a long time.

"I really don't know."

---

The room wasn't very large. In fact, it was about the same size as his quarters back in the Avenger's mansion. Rectangular with the door at one end and the bed at the other, it also held a desk-like piece of furniture, two chairs and a couch. A small alcove set in the wall opposite the desk could have been a closet or perhaps a bathroom of some sort. It served as the former currently.

Hanging from an alien, but functional, hook was a heavy tunic of chain mail. Parts of it reflected dully in the comfortable light of the chamber; the centered white star and accompanying red and white vertical stripes were clearly visible on the dark background of blue. Folded nearby were a pair of blue pants, along with a belt. Below these was a pair of red boots. Matching red gloves were draped carelessly over them.

Across the room, lying on the desk, was a shriveled piece of blue cloth. Upon closer inspection, one would realize it was a mask. A white capital "A" stood out on the forehead, just above the eye holes, and a small white wing jutted out from either side about an inch over the openings for the ears. There was also a large hole in the front which would leave the entire lower face uncovered.

Lying next to this was a disk, about two and a half feet in diameter. It was concave, and thus formed a slight dome against the flat plane of the desk's surface. In the center of the disk was a white star imprinted on a circle of navy blue. This circle ended with the points of the star. From there a ring of red extended outward, followed by a ring of white, and finally another of red which terminated at the edge of the disk. Four rings in all; red, white, red again, and blue, with the white star in the middle.

There were no other items in the room. The bed was not slept in, and the couch looked new. Only the chairs were out of place, shoved up against the wall in order to clear the floor for the activity the room's new owner was engaging in currently.

Soft sounds of steady breathing would have directed any visitors to look at the floor, where they would have seen a perfect specimen of the male human body doing one-handed pushups clad only in a pair of boxer shorts. The musculature of the man was astonishing, and it shined softly with sweat as he suddenly switched hands without missing a beat.

But as hard as his body was working, it did not compare to the mental rigors he had decided to undergo. For this was Steve Rogers, Captain America, and it was to him leadership of the heroes had fallen.

A short buzz interrupted the silence of his room.

"Come in," he said without stopping. He heard the door slide open with a sharp hum like something out of a science fiction movie, "I'll be with you in a minute. I still have forty more to go with this hand."

He glanced up to see who it was. Reed was going to explain to him how to operate the base defenses once he figured them out. That was only an hour or so ago, but Steve knew there was hardly any technology in existence Mr. Fantastic couldn't figure out. He was probably already--

He stopped in mid-extension when he saw the purple spiked heels and the rather shapely legs attached to them. "Rachel!"

"Don't stop on my account," Diamondback said, walking gracefully into the room and falling onto the couch, kicking off her heels in the process. The door closed smoothly behind her, "I'm enjoying the view."

"Rachel!" His face flushed red, not from exertion but embarrassment. He quickly finished his exercise.

She watched him quietly, taking in the massive shoulders, taunt back, and muscular legs. She thought she'd never seen a better body, and she knew she would never meet a better man. If only he'd set aside a few remaining barriers, then they could--What was he doing now? Dressing?

"You're not going to put your uniform back on all sweaty, are you?"

Steve stopped with one leg of his pants half way on. "Well, I don't see much of a choice. I haven't had time to find a shower, much less figure out how to work one."

"Here," she stood up and hit a button on a control panel next to the alcove. A section of the wall opened and a set of towels appeared. She hit another button, and another door, one he hadn't noticed before, opened. Behind it was an unmistakable bathroom, complete with a unit which had to be a shower of some sort.

He looked at her with mild surprise, "When did you learn about that?"

"While you were in the command room planning brilliant strategies with the other big wigs, the rest of us have been figuring out the basic utilities. Somebody had to find the toilets!"

Steve took off the pants once again, grabbed a towel, and entered the bathing alcove.

"Do you want me to wash your back?"

"Rachel!" He looked back at her, irritably. But when he saw her standing next to the couch in her fighting costume, auburn hair cascading down her head to her shoulders, green eyes staring at him from behind the black mask, and red lips parted slightly, upturned in a small smile, he felt the sudden urge to embrace her and kiss her and--

He forced that thought from his head. Now was neither the time or the place. He had more important things to worry about. Like keeping her, himself, and the rest of his team alive. "I'll be out in a few minutes."

The door slid shut.

---

Even if he weren't invisible, the night would have given him excellent cover. With no moon or stars, it was nearly pitch black outside. Of course, the Herobase was lit up like a city.

It was huge, dwarfing any structure he had ever seen, even the palace back on the Throneworld before Galactus destroyed it. He felt the rage from that old wound flare up inside him. He knew what he would wish for once his side won. . .the death of a certain eater of worlds.

He turned his attention back to the matters at hand. Although there were undoubtedly sensors on line, Doom didn't believe they would pick up his invisible form. "Richards will work furiously to get everything up and running," Doom had told him, "but if their base is comparable to ours, which logic dictates it must be, since the Beyonder has taken pains to create a fair contest, there will simply be too much for him to do in the short time he has had. We discovered our base first and have not had to deal with the additional problem of prisoners, yet I am still deciphering several of the systems. In addition, Captain America will no doubt try to follow some kind of democratic manner of leadership. They will waste time debating instead of doing. I doubt he has had time to get everything operational. If you raid now, you can do a great deal of damage to their morale and possibly free some of our men. Once you get a feel for their defenses, we can attack in earnest at dawn. Loki will be waiting for you just beyond their sensor range and will teleport you and any freed allies to safety."

He took off towards the base, still invisible. He half expected to be challenged before he could get within striking distance, but nothing rose to meet him. _Perhaps Doom was right . Maybe we did catch them unawares._

The skrull grinned. _Good._


	2. Spider vs Skrull

"Well, I'm going to call it a day," Daredevil stretched, and a small yawn escaped, "Have to be on my toes tomorrow. Never know when Doom and his buddies will drop by for tea. How about you, Peter?"

Peter shrugged, "I'm not tired yet. I think I'll stay out here awhile longer."

"You really should get some sleep. We have to be extra sharp out there, especially under these circumstances. One slip. . ." He didn't feel he had to finish the statement. _We're not in Kansas anymore, Toto ._

"I know, I know. It's just that, well, I don't think I'm going to get much sleep anyway," He shook his head angrily, "I haven't slept. . . alone . . . in a long time." Emotional tension welled up inside him suddenly.

Fists clenched in helpless rage, Peter Parker shouted at the sky, "God damn you! You took me from my wife, you bastard!"

Daredevil winced slightly as his hypersensitive ear drums exploded, "Hey, take it easy! I know you miss your wife, but beating yourself over the head about it isn't going to help matters. Or increase your chances of seeing her again. You've got to keep it together."

The young man in the blue and red Spider-man costume sighed. Daredevil's radar-sense picked up the slight movement as his friend's posture slumped. "It's just not fair."

The voice was soft and full of emotion.

"He had no right, Matt. . .to take me from my wife. . .to yank me here to the other side of the universe and force me into his private little war. He's playing with our lives, as if we were lab rats or insects!"

The radar-sense rippled with each little shudder. Hyper-acute hearing brought in the sound of tiny sniffles. He didn't need sight to know his friend was crying.

"Hey, take it easy, Peter." He wasn't sure what to do, so he put a reassuring hand on his shoulder. "It will be okay. With Cap leading us, how can we lose? The man's a living legend, after all."

"Yeah. . ." Radar flashed as his form straightened up, "Yeah. He's been playing this game decades before we were born. If anyone will get us out of this in one piece, it's Cap."

"Great, so take Cap's advice and get some sleep tonight, okay?"

"Yes, mother."

"All right. I'll see you in the morning. . .in a manner of speaking."

Peter laughed. This time it was natural. Surprisingly, it made him feel better. He watched Daredevil leave the balcony and disappear into the building. Then he turned and looking back into the black, empty sky.

_I love you, Mary Jane. I love you, and I'm going to get out of this alive._

_I promise._

---

The Super skrull was close to the base now, and still there was no response. He was beginning to believe he'd caught them off guard. From here it would be easy to enter the base. There were plenty of options, including burning a hole through the wall.

But getting in wasn't the problem. He had to try and find the detention area. It would take him hours unless he could find someone to get information from, and that meant going inside since no one would be outside at this time of night. He veered towards what looked like a docking bay.

He had just started to generate enough heat to melt through when he spied movement above him and to the left.

A solitary figure leaning against a railing.

He flew backwards and arced up to see if he could identify it.

When he saw the blue and red costume, he smiled.

_Spider-man._

He had found his source of information.

---

Peter finished his silent oath to his wife.

He reached into his pants and pulled out the mask. Inside and during the day he had worn it constantly. But here outside, he felt it was safe enough to take off. Of course, Daredevil had snuck up--no, he merely joined me, he reminded himself--but he didn't care. He and Matt had known each other's identities for years. But he'd be more careful from now on. Not that he had anything against his allies, but the fewer who saw his real face, the better. Both for him and Mary Jane.

He slid it over his face. It fit snugly and comfortably.

_Time to put Peter Parker on the back burner and become your friendly, neighborhood --_

Spider-sense screamed inside his head.

He jumped instinctively and stuck to the wall over the entrance way. He saw a gout of flame engulf the part of the balcony he had been standing on. The railing he had recently repaired melted into a puddle of molten metal. He looked upwards in the direction the flame had come from.

There was nothing there.

Spider-sense exploded once again, and he had barely leaped to one side as an indentation roughly the size of his head suddenly appeared on the wall where he had been.

_I'm under attack! I have warn the others--_

He ducked and jumped back down to the balcony, avoiding what had to be an invisible fist. He figured he had to take the offensive and try to get his opponent off guard for a few seconds so he could escape.

He leaped out into the night air, shot a web line high up on the opposing wall, and swung right into where he thought his enemy was.

He hit something solid and heard a grunt.

He also felt a sharp pain in his feet and nearly screamed.

He completed his arc and landed on the wall. He held on with just his hands because his feet were--he looked down--his feet were burned? Whoever it was, he was invisible **and** on fire!

Realization caused his eyes to widen behind the mask.

_The Super skrull!_

---

The alien was becoming annoyed. He could not afford an extended melee. He remembered that the spider-human was very adept at avoiding blows, but how could he possibly dodge what he couldn't see?

The skrull let loose with another flame blast.

Once again Spider-man was able to avoid it, although he got closer that time. Was he tiring? The Super skrull watched his foe, and noticed that his opponent was favoring his hands both on the wall and during movement.

_Of course! He injured himself when he kicked my flaming body! _

If he could somehow use the flame to effect the human indirectly. . .

The Super skrull began to turn up the heat.

---

Spider-man climbed the wall as quickly as he could, gingerly using his feet as little as possible. _If I can get to the roof maybe I can put some distance between me and him and somehow escape. _

As he neared the edge of the roof, a sudden blast of heat struck him. Spider-sense screamed a warning, but unlike a blast or fist, the heat was everywhere. There was no where to escape to. The temperature seared his body and almost instantly brought about heatstroke. The hero became dizzy and nauseous. The heat sapping his strength, and Spider-man began to lose his grip on the vertical surface. Instinctively, he brought his feet up to reinforce his position.

Sharp pain arced through him as nerve cells screamed a protest from his feet, and Spider-man found himself falling. The walls spun crazily, and his stomach released its contents into his mask. Blind and weak, the young man passed out in free fall.

---

Daredevil knew he only had one chance at this.

He fired the cable part of his billy club at the man-shaped image his radar-sense indicated was floating above the balcony and dove over the side. The cable wrapped itself around the surprised skrull and became taunt as Daredevil used his unwilling anchor to allow himself to swing outward and intercept the limp form which was plummeting to the ground.

The Super skrull quickly burned through the wire, but it was too late. Daredevil's momentum carried the two heroes to the top of the opposing wall, and he began to run across the roof, tossing Spider-man over one shoulder. The skrull flew after them.

A billy club slammed into the alien's face, breaking his nose and stunning him_. How can he see me when I'm invisible?_ Holding one hand to his face in an attempt to ward off the pain, the skrull directed a huge blast of fire toward the fleeing form with the other.

Daredevil's radar and super sensitive skin felt the wave of flame coming. He dove behind one of the many pieces of alien machinery which dotted the entire roof. A second later his cover was engulfed by the flame and quickly incinerated. As he struggled back to his feet, he realized the powerful blast had melted through the surface beneath the former apparatus as well. Deciding the roof was too open, Daredevil jumped through the hole with his unconscious passenger as another blast passed overhead.

He hit the floor a few seconds later. He estimated the drop was about 20 feet. Radar sense indicated several boxes of various shapes and sizes; a store room of some kind. Better still, his senses showed no indication of temperature change in the chamber beyond that from the slag above, which meant no lights. Daredevil smiled.

He liked the dark.


	3. Early Fatality

"Reed?"

Mr. Fantastic looked away from the computer terminal. His face was beginning to establish a beard and his eyes were a bit weary from lack of sleep, but the mind within the leader of the Fantastic Four was still razor keen. Nearly 80 of the base's vital systems were operational, and he hoped to have the remaining on line within the next four hours, "Yes, Iron Man?"

The armored Avenger had been a great help in getting the base up and running. In fact, Reed believed the man inside the battlesuit was just as adept at electronics and computers as he was. It was relieving to have another person with whom he could communicate on his level. The two of them could figure out the technologies rather rapidly and bounce possible theories off each other. On top of this, he didn't have to be the only one who could come up with the answers anymore. He was glad to share the burden. After all, without teamwork, their chances of survival were not good.

"I'm picking up several temperature fluctuations in sector 19. I don't think it's a malfunction because the anomaly is changing position. Right now it appears to be entering the complex through an area of the roof where the computer shows there shouldn't be any access."

"Do you think it could be one of Doom's agents?"

Iron Man looked up from his console and locked eyes with him. "I think we better find out fast."

Reed typed in a few commands. "Captain Marvel and Wonderman are on standby during this shift. I'll alert them."

"Good. Meanwhile I'll notify Cap and double-check the detention area."

---

"Quit hiding, human! Come out and face your death like a warrior!"

The words echoed back to him mockingly. If the human was still in the cluttered chamber, he wasn't about to show himself. The Super skrull cursed in his own tongue. He had shut down his flame body once he entered, just in case the interior sensors were operating. Even if they weren't, sooner or later someone was going to stumble across all the damage outside. Once they were alerted any chance of getting to the detention area would be nearly impossible, much less the freeing any of the prisoners. Time was working against him, and the success of the mission looked more and more remote. But to return with the mission a total failure. . .

_No! I've failed too much in the past. I will kill these two now or perhaps keep one alive for Doom to extract information from. At least then I will have accomplished something tonight. _

"Since you chose the coward's way out, I will simply incinerate everything in this room. Your friends won't even have ashes to bury!"

The Super skrull let loose a massive wave of fire which lit up the chamber and consumed all of the containers in its path. Daredevil dove into the alien from the opposite direction, slamming hard into the middle of his back. Forced off balance, the skrull fell face first into the floor, smashing into the smooth metal. Daredevil didn't give his opponent a chance to recover before he grabbed the skrull's head in both hands and slammed it back down into the floor as hard as he could.

The alien screamed in pain, activating his force field and expanded it violently in all directions. Daredevil sensed the field's expansion but barely managed to roll with it before he was flung across the room. He crashed into a burning crate before he could adjust, and a sizable shard of metal stabbed into his leg.

Fire scorched his body and pain ravaged his hypersensitive skin. As he dug the shard out of him and tried to ignore the sickening stench of his own burning flesh, radar sense sent out a vague warning. He twisted automatically as the huge fist shot by him, attached to an elongated arm.

That arm quickly looped around him and constricted like a snake, pulling him out of the crate and towards the skrull. Daredevil struggled to escape, but the alien was too strong. As he was pulled into range, the hero sent a powerful kick up into the skrull's face.

The alien's head snapped back, and his grip loosened.

Daredevil squirted free under the coiled arm and knocked the feet out from under the Super skrull with a quick sweep of one leg. As the alien fell once again, he leaped over him, tucked into a ball and rolled into the cover of the untouched boxes, neatly putting out his flaming costume in the process.

The Super skrull screamed in anger and extended both arms after him, slamming through the intervening crates. Daredevil avoided one, putting weight on his injured leg. It buckled underneath him as he gasped in pain. The skrull's other fist connected, shattering his rib cage and sending him backward through the air. Radar sense picked up the wall just before he hit it. After that he sensed nothing more.

---

The Super-skull grabbed Daredevil's limp form and brought it to him. The human was still alive, although every breath expelled some blood from internal injuries. The alien tossed the wounded man into the fire.

"NOOOOO!"

Spider-man swung into the Super skrull with every once of energy he had left and knocked his antagonist backwards into his own inferno. He had lost his mask somewhere and his feet felt like they were being chopped off, but there was no way Matt was going to die because of him.

He shot a webline into the fire and dragged Daredevil's limp form out of the blaze. He quickly smothered the flames.

"It won't do any good, human! Neither of you are going to leave here alive!" The Super skrull picked up a huge flaming container and threw it.

Spider-sense screamed, but there was no way he could get Daredevil out of the way if he moved--

A sudden flash of light shot over his shoulder and cut the container in two. The halves fell to either side of him.

"Spider-man, take Daredevil and get out of here," Captain Marvel commanded as she hovered in hologram form, while Wonder Man charged into the chamber. She fired another bolt at the Super skrull, who quickly erected his force field once again. The beam weakened it and allowed Wonder Man's punch to penetrate the field and hit the alien himself.

"Now you're dealing with someone in your own league, skrull. Time to see if you can take it as well as you dish it out," Wonder Man landed another blow, but this time hit a hard rocky shell.

The Super skrull, now in full-Thing form, delivered a vicious blow to the head, following by a knee to the stomach. Wonder Man hunched over, exhaling sharply. The alien finished the job with a brutal smash to his now-exposed back with both fists. The hero slumped to the floor, groaning in pain. "It appears you are the one who cannot take it, Avenger."

Triumph quickly turned to pain, as Captain Marvel bombarded him with the entire electromagnetic spectrum. The skrull tried to blast her with flames, but they simply passed through her holographic form.

Meanwhile, Spider-man had managed to drag Daredevil out of the room and into the connecting hallway. He heard the alarms going off and knew more people would be coming soon. He checked Matt.

The pulse was faint and getting weaker.

"Hold on, Matt! I'll get you to Reed! He'll pop you into some wonder-gizmo, and you'll be as good as new in time for breakfast." He began to lift his friend when a weak hand grasped him. A low groan escaped from Daredevil as he struggled to shift position, "Don't move, Matt! I'll get you to safety."

Daredevil shook his head weakly and began to move his mouth. Small gouts of blood trickled out with every breath. Spider-man heard a fragile, rasping voice that had once been so full of life: "No, Peter. . .it's too late. . ." Each word came out haltingly, and Spider-man had to bend closely to hear. "Take off my mask. . .I want to feel the air on my face."

Spider-man gingerly removed the charred piece of cloth.

Daredevil's useless eyes rolled around in their sockets, and Spider-man found himself terribly sad as he looked at the broken form before him. The eyes seemed to stop and stare directly at him. A hand reached up and brushed against his face. As it outlined his features, "reading" his face, Daredevil spoke again. "S-stay alive, Peter. . ."

"Matt! Don't give up!"

"T-tell Karen. . .tell her I'm sorry. . .tell her. . .I l-love her. . ." The eyes closed and the hand slipped down from his face. It encountered the mask Peter was holding and grabbed it weakly. Daredevil's fingers lingered over the material for a few seconds, and then he gently pushed the red cloth back at his friend. The bloody mouth opened once again, "Wear it . . . for me. . ."

"But Matt. . ." Peter heard his own voice waiver, but he swallowed hard and continued, "You're going to need it again when you're healthy."

"Promise me," Daredevil covered the hand holding the mask with his own and squeezed with all of his remaining strength, "Make them. . . remember . . .me . . ." the fatally wounded man groaned again in pain, "Promise. . ."

Peter nodded, not wanting him to cause further injury to himself.

"I promise."

Daredevil smiled. A second later he began to cough violently, spraying blood all over. Then the blind man shuddered and went limp.

"Matt?" Spider-man felt for a pulse, "Matt! Damn it, Matt! Don't quit! Don't die!" Tears streamed down his face, blurring his vision. An overwhelming sense of loss welled up inside of him, as he closed his eyes and hunched over Daredevil's still form, sobbing.

Matthew Murdock was dead, and somewhere deep inside the pain, Peter Parker was aware that his friend's death may only be the beginning.

He choked back his grief and looked at the mask.

Carefully, almost reverently, he put it on.


	4. Fall of the Super Skrull

"Move your butt, Petey! This ain't the Danger Room and that alarm ain't a drill!"

"I am aware of the situation, Wolverine," the Russian mutant stated as his skin shimmered and became metallic. Colossus hurried after his comrade, who was already several yards down the hall. He wondered if it was a full-scale assault.

---

"Iron Man, this is Reed. Are the prisoners still secure?"

The Avenger activated his communicator as he left the detention area. "Yes. I've notified Cap and he's headed towards the anomaly with whoever he manages to pick up. You've activated the alarm, I see. Is it bad?"

"Marvel told me it was the Super skrull. Apparently, Wonder Man and Daredevil are down. He can't hurt her, but she can't do much to him either. There's still no sign of other intruders. He could be testing our defenses."

"Tell Cap I'm on my way."

"Better hurry. She said Daredevil looked pretty beat up."

---

_This situation is deteriorating rapidly._

The alien heard the alarms echoing around him as he felt another energy blast slam into his carefully reinforced force field. The female moved as quickly as light. He never knew what direction she would attack from next, and his counterattacks seemed to pass right through her.

He heard a groan by his feet. Wonder Man was beginning to recover. A well-placed blast of flame should take care of that. . .

The webbing caught him by surprise. It covered most of his shield, blinding him. He tried to burn it off, but it was difficult to generate sufficient heat through the shield to melt the substance. But if he turned off the shield, it would cover him instead.

Suddenly, he was yanked off his feet. He felt the shield bounce off something hard, and he fell to the floor. Another blast hit him from the female and the force field crumbled. The webbing dropped onto him.

He pushed up his heat and melted through the substance. His first view was that of a large metal man directly in front of him. The man hit him hard and drove him back into the wall. Another blow snapped his head back, and he found himself lifted off the ground in a bear hug.

His felt his internal organs compress as the breath expelled from his body. He changed from the Thing's hide to Mr. Fantastic's body. The alien wrapped his arms around Colossus' head and constricted. He also let his body go pliable and slip out of the mutant's hold. Then he changed everything but the arms back into the Thing and used his new found leverage to throw the X-man across the room.

Agonizing pain pierced through his back as Wolverine plunged both sets of claws into his body. Logan ripped both of them out and jabbed them back in all the way to his fists.

The Super skrull looked down at the bloody tips sticking through his chest and stomach. Pain drowned out everything, as he vaguely sensed himself slump to his knees. The claws slid out of his body. He lost control of his armor and reverted back to his normal form. He turned to look at his adversaries with fading vision.

Spider-man was crouched by the doorway, helping Wonder Man to his feet. The armored hero was already on his feet, watching him for any sign of attack. Even the female was there, and he could tell he was dying by the way she refused to look at him directly. He was grabbed by the throat and saw the face of the one who had cut him down.

"You're dead, skrull," the terran said, with a glint of triumph.

"Yes. . ." he muttered as he concentrated through the red haze and drew together the last of his strength--

"Wolverine! Get back!" Spider-man yelled.

--to go nova,". . .and so are you."

---

The armor had warned him of the sudden build up in heat. As he had arrived at the scene, almost exactly at the same time as Cap and the others, he saw Spider-man diving into the hallway pushing Captain Marvel in human form out in front of him. He had flown towards the doorway, when the on board computers registered a temperature increase off the scale and a bright light slammed his polarized eye slits down.

Thinking fast, he landed just inside the chamber--noticing belatedly that Colossus and Wonder Man charging directly at him towards the exit--and shot his armor's full supply of ultra-freon at the source of heat, which he guessed was the Super skrull.

What happened next was uncertain to Iron Man, since he was slammed backwards by Wonder Man or Colossus or maybe both, and everything turned blinding white, following quickly by an inky blackness.

---

The force of the explosion bowled everyone over. Cap instinctively covered both himself and Diamondback with his shield as one side of the hallway buckled and a column of flames whooshed out of the doorway from the chamber. The entire building seemed to tremble as large pieces of the ceiling broke free and fell to the floor, burying many of the heroes. Parts of the wall lining the chamber collapsed, letting more flames into the hallway. The sound of it nearly deafened them both and had a terrifying similarity to the howling of some incredibly loud and angry beast. It roared at them louder and louder, and then sharply tapered off, leaving the devastated hallway in sudden silence, with the eerie flickering of a few small fires illuminating the destruction.

Cap looked out from under the shield, debris shifting off the disk.. He then turned to Rachel.

"Are you okay?"

"Yeah," she said, but her eyes told him she was scared half to death.

As he stood, helping her to her feet, several more heroes rounded the corner and ran towards him.

Quickly he put them to work, "Storm, use your powers to clear out all of this smoke. Iceman, put out the rest of the fires. The rest of you, help remove the debris. We have people trapped under there."

As the heroes went to their tasks, Captain America looked into the chamber. Not surprisingly, there wasn't much to see. Curiously, the other three walls, floor, and ceiling were in much worse shape. They were completely melted through, and he could gaze both at the dark sky above and the chamber below.

Something caught his eye down there.

He carefully leaped down, oblivious to the commotion behind him as people began to recover and be freed from the wreckage. When he landed he saw a vague outline of something near the middle of the room.

He approached it, trying not to be revolted by the sudden stench coming from the object. As he reached it, he realized with sickening horror that the form was actually the remains of Wolverine.

"My God!"

A lot of the flesh and muscle had been burned off, and metallic sections of bone glinted in the flickered light. The rest was melted, wax-like and charred, like the worst burn victims imaginable. In some parts the limbs had been fused together, glued by molten organic material, and on the whole all features of the man had been obscured. In fact, the term man was hardly appropriate for the monstrosity before his eyes.

But the worst thing about it was the shuddering, heaving chest and the inhuman wheezing, for Wolverine was still alive.


	5. Aftermath

"How could anyone live through that?"

"Apparently, Wolverine's healing factor borders on the miraculous. The X-men tell me he's recovered from some pretty serious wounds before, although they also said he's never been put through anything like this."

"I still don't see how he could have survived, even with his mutant powers. There shouldn't have been anything left but his bones."

Cap watched the X-man float unconscious in the chemical bath tube Reed had rigged up in the infirmary. Wolverine still looked terrible, but at least his limbs had begun to separate. He saw Professor X keeping a close vigil by the vertical tube, using his telepathy to ease his student's pain. Cap knew Xavier had tried to contact Wolverine mentally, but apparently there was too much pain and agony within the mutant's mind to make any kind of communication possible. So the Professor was doing what he could by shutting down the pain receptors in Wolverine's brain while his body recovered.

Reed was saying something.

"What was that again, Reed?"

"I said, Iron Man probably saved him, along with every one else in the hallway. While the ultra-freon couldn't contain the Super skrull's nova, it effectively muted it, at least in that one direction."

"Which explains why the one side of the room was in better shape than the rest. The freon soaked up some of the blast heading towards the hall."

"Yes. Wolverine might have been able to get the freon between him and the skrull or maybe got coated in the substance himself. Either way, it gave him some insulation and saved his life."

Cap stared at the form floating within the pinkish solution, hooked into a rebreather and several nutrient tubes. Occasionally, the body would twitch and Xavier's brow would furrow as some of the pain impulses managed to bypass the telepath's careful shield. "But what about his mind? How could anyone be put through that and maintain their sanity?"

"I'm sure Xavier will do all he can to preserve his psyche. It's out of our hands now. You found him, I set up the machine, and the Professor is easing his pain. The rest is up to him. Wolverine's will to live will pull him through or it won't. There's nothing else we can do."

"You're right, of course," Cap looked away and saw the body of Daredevil covered in a cloth, lying on a table nearby. It was hard to believe that still shape underneath the blanket was once a trusted ally and friend.

Reed looked up from the computer he was examining and saw what the Avenger was looking at. He extended a hand to his leader's shoulder, "Cap, it's not your fault. There's no way you could have prevented it."

"I know," Cap said forcefully, turning back, "It's just that I was hoping we could get through this without too much bloodshed. We managed to win the battle this morning with no fatalities and five prisoners. I figured another fight would have ended it, what with our superior numbers. But this changes everything. Two deaths," He looked at the tube again, "maybe three, and we've been here less than 24 hours. If we're not careful, both sides will slaughter each other before this war is over. This isn't like back on Earth. There's nothing to hold them back, and precious little to hold us. Thor's already talking about vengeance, and Spider-man is acting strange--"

"How is he? I noticed he was wearing Daredevil's mask."

"Captain Marvel told me that Daredevil died in his arms. Those two were always pretty close, both being loners and all. Daredevil saved Spider-man's life when the skrull ambushed him. The poor guy is probably feeling that Daredevil's death is his fault."

"Did you talk to him?"

"I tried, but he shrugged me off."

"What are you going to do?"

"Unfortunately, other things take priority, like figuring out our next move and regaining the initiative. I asked Black Cat to look after him. They used to be pretty close, I hear."

---

"Spider! Spider, wait up!" She extended her cable and swung up to where Spider-man was perched; a crossbar nearly 40 feet above a large interior garden of some kind. There was a pattern of girders up there, supporting both lights and sprinklers for the flora. The vegetation was so dense that it was more like a tropical forest under glass than a greenhouse.

She landed lightly on a beam and leaped with her namesake's grace to the one he was crouched upon. She sat down next to him and stared at the forest below. At last she spoke, "Some view, huh?"

Spider-man did not respond, but continued to stare down at the garden beyond. She noticed how strange he looked with Daredevil's mask on, although she could tell he had the lenses from his original mask on underneath, for their characteristic white color showed through the eyeholes. She also saw the bandages on his feet.

"Yoo-hoo, Spider? It's me, your old lover, remember?"

"Felicia, I'm not in the mood for--"

"Well, what are you in the mood for, Spider?" She shot back at him, "Moping around, blaming yourself for Daredevil's death? You're lucky you didn't die with him! Lord knows, it could have easily been you instead."

"It should have been me."

"What?" She couldn't have heard that right, "What did you say?"

"I said, it should have been me," Suddenly the words began to come out fast and strong. He couldn't hold them back anymore, "All my life, it should have been me! Not Uncle Ben, not Captain Stacey, not Gwen, and not Matt! I'm a super-hero, Goddamnit! I'm supposed to save everyone! Yet time and time again, I fail! Who's next? Mary Jane? Aunt May? You? I've saved the world more times than I can count, but save a friend? A loved one? I can't!" Anguish filled his voice, "I--just--can't!"

Instinctively, she reached out to comfort him and he embraced her tightly, nearly crushing her with the force of his emotion.

"Spider, stop! It's not your fault. He wouldn't have wanted you to torture yourself like this. None of them would have. Especially Ben."

He tensed. After a long moment he sighed and she felt the tension slowly ebb from his body. Somewhere in the back of her mind, she realized that this was the first time they had been so close since he had gotten married. Long suppressed feelings began to return. She knew she should let him go, but she also knew she didn't want to.

"I just can't believe Matt's gone." His face was buried in her hair, and his warm breath sent warm tingles down her body, "He and I were so close. We worked together, even shared our identities. The FF and Avengers, I'd trust them with my life, but somehow they were always removed from the reality of the streets. They fought Ultron and Doctor Doom and got the glory. Matt and I fought muggers and gang members. We didn't save the world every week, but to the average guy we made a difference. We fought in the trenches, down in the slums and alleys. And while I took time out to be Peter Parker, he never stopped. He was a lawyer, you know, and a damn good one. He always believed in justice and the system. Always. . ."

"Shhh. . ." she held his head to her like a baby, "It will be okay. . ."

He pulled back to look at her, "He was a good man, Cat."

"I know he was, but so are you. You've got to pull yourself together and help us win this thing so Daredevil's death will have meaning. Otherwise, the villains will have eliminated two heroes instead of one."

She looked at him, only inches away. So close.

"You're right, Cat. I just wish. . ." He stopped.

"What?"

"I just wish I could see Mary Jane. Somehow she would make it all better," He was looking beyond her now, "Somehow she'd make it right."

"She's not here, Spider. . ."

He looked back at her.

". . .but I am."

It was a good kiss.

He had forgotten what a great kisser she was. He had forgotten a lot of good things about her, and it was easy to succumb to the surge of passion that began to flow through him. Although she had kissed him first, he was returning it freely now.

After an uncertain amount of time, he found himself prone on top of her. The top of her costume was halfway off, and she began to lift up his shirt. That was when he finally managed to think of his wife.

She reached for him, but he backed away from her.

"Spider, what's wrong?"

"What's wrong!" He leaped over her to another beam, "What could _possibly_ be wrong! One of my best friends is dead and now I almost cheat on my wife! Isn't that wrong enough for you?" He jumped down into the jungle.

"Spider! Wait! I didn't mean to--"

"Save it, Felicia! I don't need this! Just stay away from me!"

She watched him disappear into the weird plant growth. Hurt and anger boiled up within her, "Go ahead! Run away! But you better think about what you're running away from! You can't deny that you wanted it too! Maybe you're running away from your own feelings! Maybe your little wifey can't hold up to real competition! I'd like to see her survive out here!"

Tears were streaming down her cheeks now, as she realized what she had said, "Spider!" she called out, getting ready to follow him, "I didn't mean it like that! I'm sorry!" She jumped to the ground, but she knew he was already gone, "It's just that I'm afraid. . .and alone. . ."

_. . . and I still love you. _

Her tears flowed freely, but no one else would see them.

She'd make sure of that.


	6. Deities and Discussion

"He better hope he's dead, for keeping me waiting like this."

Loki looked at the lights of Herobase, glowing steadily just over a mile away. He was weary of waiting for that pathetic alien mortal. How dare that fool Doom order him to perform such a trivial task as recovery! If it wasn't for the respect most of the villains seemed to have for the armored monarch, he would have destroyed him and taken his place as leader almost instantly. But the Enchantress had warned him that many of the beings whose side he found himself on would not follow gods like themselves. Besides, if the Beyonder could truly grant any wish, including total domination of Asgard and the death of his half-brother, then his side _must_ win. And apparently only Doom has the charisma to forge his allies into an effective fighting force. Therefore Doom leads. . .for now.

_But still, this waiting is maddening!_

"Enough!" He said to himself, "I will tolerate this no more. I will tell him to return this instant."

The Asgardian god of Evil concentrated and cast the spell which enabled his mind to expand outward and seek the Super skrull. He spent a few minutes scanning the entire base, but he could not get a fix. In fact, he couldn't find any thoughts from the alien at all.

_This is strange. His mind should stick out due to his different nature. Perhaps I must probe deeper. Maybe one of the so-called heroes knows._

Loki began to poke around.

---

She was in the middle of a deep sleep when she felt the intrusion. She sat up, looked over at her slumbering companion, and then felt around mentally for the presence which had awakened her.

It was no longer directed at her, but it was still looking through the base. She carefully felt around it telepathically, not wanting whoever it was to know she was aware of the mental probe. She shook her bed mate.

"Scott."

Scott Summers groaned and rolled over, away from her.

_Scott_, she sent telepathically, _Wake up!_

Cyclops mumbled something under his breath and turned to look at her. The small ruby quartz night glasses barely hid his half open, sleepy eyes, "What is it, Jean? We just got to bed an hour ago."

"I think someone is probing the base telepathically."

Cyclops forced himself fully awake and sat up, "Can you tell who?"

Jean Grey began to dig a little deeper, "Whoever it is, he's pretty powerful. I can't get anything from him. I could do a full-scale push, but then he'd know that we're on to him. I'm contacting the professor."

_Professor?_

_Yes, Jean?_

_Do you feel it?_

_I haven't picked up anything unusual, but I'm afraid I've been concentrating on piecing Logan's mind back together. Let me scan._

**_Do not bother, mutant._**

The psychic backlash both severed her connection with Professor X and struck her like a blow to the head. She slammed back against the pillows as if a boxer had just delivered a knockout punch.

"Jean!" Cyclops quickly scooped her into his arms, as she held her head in her hands and tried to erect a psi-screen.

**_I have learned what I needed to know. Enjoy this last night of peace, for the future holds death._**

Try as she might, she couldn't force him out of their heads. Right after the last word, an incredible wave of sheer metal power slammed into her shield from all sides and collapsed it completely. Her naked mind felt the glee of the evil god as he laughed at her pitiful defenses.

And then, the presence was gone.

---

Despite the unusual centerpiece and equally bizarre furniture, the chamber was obviously a conference room. It was dominated by a rectangular table made out of an alien substance resembling wood. In the center was a large divot, lined on the inside with some sort of machinery. A close inspection combined with a little luck had revealed the depression to be a very sophisticated holographic projector. It responded to vocal commands, and was currently displaying a model of Herobase as it looked from the outside. The three-dimensionally image rotated slowly in all directions and would magnify any portion of the complex to nearly life size.

The chairs around the table appeared to be formless blobs constructed of a plastic-like resin, until they were actually sat upon. Once this occurred, the blobs molded perfectly around the contours of the body and adjusted themselves so that the sitter was at a perfect level and position with regard to the table. If one was to move forward, the chair moved with the motion, providing full support in any position.

Currently, six of these chairs were being used, although a seventh was waiting patiently for its owner to sit within it again. The seat was in for a long wait; Captain America did not feel like taking it easy.

"The question is, people, what should our next move be? Do we attack Doom as soon as possible? Go for the throat and try to end this now? Or do we take it slowly, capitalizing on our superior numbers and tactics? We have an advantage at the moment, but one miscalculation could turn the tide against us. I'd like to hear what you have to say. We'll start with the Hulk."

The huge, green hero leaned forward onto the table, his chair quivering as it shifted to support his weigh, "It's been awhile since my 'Hulk smash!' days, but I've always thought the best defense was a good offense. Let's go kick their asses so we can get the hell out of here and go home."

"I agree with the Hulk," Iron Man stated from across the table, "The longer we wait to take the offensive, the more time Doom has to get his motley crew effective. Fortunately, most of us here are already on teams and understand teamwork. Aside from the Wrecking Crew, everyone over there is pretty much a loner."

"Extremely powerful loners, however."

The heroes turned towards Storm, who was seated next to Beast. The two of them were representing the X-men, since Professor X was busy monitoring Wolverine's recovery, "We have numerical superiority, this is true, but our own enemy Magneto has been able to single-handedly combat an entire team of X-Men on several occasions. I'm sure the same can be said for several of your foes, such as Ultron and the Absorbing Man."

"In terms of raw power we are still at a disadvantage," Beast added, "Juggernaut, for example, is practically unstoppable. Only the Professor and Jean can affect him, and that's only when his helmet is off."

"Methinks the God of Thunder wouldst affect him most severely," Thor stood up, placing his hammer on the table before him, a subtle gesture indicating that he wished to have the floor in the discussion.

"Oh great, Goldilocks wants to make a speech."

"Now 'tis not the time for levity, friend Hulk," The Asgardian said seriously, "A great man has died, slain by a base villain who had no regard for honor. With one hero already fallen before his might, did the Super skrull halt his attack and confront another? Nay! He didst pummel a helpless foe who couldst not defend himself. This heinous act 'twill serve as a reminder to us. The enemy wilst give us no quarter. Thus, we should respond in kind. 'Tis time to bring the battle to them and avenge the death of our ally. 'Tis time for the evil ones to face justice!"

"Justice, Thor?"

The Thunder God's face wrinkled in annoyance at the interruption, and he turned to look at its source.

Undaunted, Captain America continued, "We've been through a lot together, old friend, but it sounds to me like you're talking about vengeance, not justice. The Avengers don't operate that way, and neither will this team as long as I am in command."

"Maybe it's time for a change," Hulk interjected, "At least with Goldilocks we'd be doing something besides sitting on our collective ass."

"Now hold on, Hulk! We're just giving opinions! Cap's doing fine--"

"It's okay, Iron Man," Cap motioned for the armored Avenger to return to his seat, "Let him say what he wants. This is a free exchange of ideas. I wanted to know where everyone stands, and I think Thor and Hulk have made their opinions clear," He paused as the Asgardian took his seat. When some of the tension in the room had ebbed, he looked at the only person present who hadn't said anything yet, "Reed, surely you have something to add?"

Everyone looked towards the leader of the Fantastic Four. The past few hours had been rough on Reed Richards. With Iron Man unconscious after the Super skrull's assault, he had taken it upon himself to finish bringing everything on-line. He was not completely satisfied, and would still have to instruct the others on how to use most of technology, but Doom wouldn't be able to attack again without them knowing. As fascinating as the electronics were, Reed's mind was beginning to tire and wander. He honestly didn't know how long he could keep this up.

"I think that we have to be careful. I've learned never to underestimate Doom. If we go off half-cocked, he will find a way to turn it into an advantage. I've analyzed our base's systems, and our defenses are formidable, once they are fully operational. I'm sure Doombase's defenses are just as tough and probably more lethal. I've intentionally set the cannons for levels of energy that will wound or stun. I'm certain Doom will have his set to kill. If we go there, he'll have plenty of forewarning due to the fortress's sensors, and we'll be picked apart before we can even attack the interior. The advantage would be his. Therefore, I say we let him come to us. Let the battle be on our turf, so to speak."

"Oh that's just great! Let's play sitting duck! Did you ever stop to think that he could be building a nuke or something? This base is just one big target waiting for Doom to blow it up!"

"That's enough, Hulk," Cap said, "I've made my decision. We're not going to attack Doom, at least not tomorrow or the next day."

The green giant stared at the Avenger and stood up, "Well, that's that. Our mighty leader has spoken," He began to walk out of the room, "Don't come crying to me when the shit hits the fan. I'm going to bed."

Cap watched him go. A small part of him wanted to shout "Get back here, mister!" but an equal part agreed with the gamma-radiated hero. His gaze fell back to the table, where the others were waiting to see how he was going to handle this. Suddenly, he felt very tired.

"It's been a long day," he began slowly, "I can't blame Hulk for wanting to blow off a little steam, and Daredevil's death is a terrible blow to us all . . . but you've elected me leader, presumably because I have the most experience. So I'm asking you to trust me and my instincts. Kang, Thunderball, Bulldozer, Hobgoblin, and Bullseye are incarcerated. Super skrull is dead. That leaves 24 villains, plus Galactus. We must employ every advantage, including this base, if we are going to win this thing. Despite the valid reasons Iron Man and Hulk put forth, I think our best bet is to spend the next two days strengthening our position and forcing Doom to come to us."

He paused to let that sink in, and then continued.

"As Reed's already mentioned, the various atmospheres on this patchwork world are mixing together into a massive storm. You may be aware that on Earth hurricanes are classified on a scale of one to five, with five being the worst. Reed estimates this would rate a seven on Earth. I think this will keep Doom as busy as it will keep us and will probably prevent him from making any kind of strike until it is over. This gives us a little breathing room. If we prepare carefully, we will be ready when Doom makes his move. A clear cut victory then will hopefully be enough."

Again he paused and was mildly pleased to see the looks of determination on his listeners' faces, "Reed, I want you to look into finding some way around the Doombase defenses. But first get some rest; I need you at 100 percent in the days to come. Iron Man, you will start training people on how to use the vehicles and defenses tomorrow while Reed works on that. Storm, I'd like you to fill in the Professor and then the rest of the X-Men. Thor and Hank, you have the watch until 0600 hours.

"Let's get some sleep, people. I've having a general assembly at 0800 tomorrow. That will give you about six hours rest. Enjoy it."

----------------------------------------------------------------------------------------------------

Please check my profile for background information about my version of the Secret Wars. I will have the much requested Roster of both sides up soon.


	7. Calm Before the Storm

He walked slowly to his room.

It was getting past 1 AM according to his watch. At first it would seem ludicrous that Earth time would have any meaning here, but the Beyonder had matched the planet's rotation with that of his home world, so watches were still useful. He had about five hours before he'd get up and prepare for the assembly.

He believed he was doing the right thing. Until they had a definite battle plan and a way around Doombase's defenses, they had to sit tight. To do otherwise was to risk the lives of his companions and possibly the entire world, if the Beyonder could bestow untold power on their enemies.

Still, he kept having doubts.

_It's been 50 years since the last time you were in a war, Rogers. Maybe you've lost your touch. . . or maybe you're just fooling yourself._

He sighed and entered his room.

There was someone in there.

Instinctively, he crouched, raising his shield. A split-second later he recognized the intruder, "Rachel! What are you doing here? I thought you'd be asleep by now."

She sat up from his bed, sheets covering most of her body. He realized suddenly that her costume was draped over a chair. Hastily, he averted his eyes. "I couldn't sleep, Steve. . .after what happened to Daredevil and Wolverine, I just didn't want to be alone. I'm sorry if I surprised you."

She gave him a pleading look, "May I stay?"

"Uh, are you wearing anything under that?"

"Why?" Her eyes glinted mischievously, "Do you want to look?"

"Of course not," he said quickly, as he sat to take off his boots. "I just don't think it's wise to be totally unprepared for battle. You should at least wear your leggings in case something--"

"Steve! Come on! Can't you forget about the war for a few hours? If I thought about it anymore, I'd go crazy!"

"No, I can't forget about it, Rachel," he responded, removing his mask and shirt. He began to take off the pants, thought better of it, and started to do push-ups, "Everyone is depending on me to lead them through this, and I'm not going to let them down. Daredevil's already dead, but I'll be damned if I don't do everything in my power to prevent anyone else from dying."

She saw that he was pushing hard, harder than he needed in order to break out a sweat. Something was bothering him, and she wanted to know what it was. "Steve, it something wrong?"

"No!" He began to support himself with just his finger-tips, "Everything is fine."

_Why doesn't he let me in? Can't he see that he can confide in me? _ She got out of bed, wrapping the sheet around her, and stood directly in front of him, "I don't believe you."

He continued for a few more seconds and then stopped. He stood up slowly and looked at her, "You're getting to know me a lot better than I thought." He reached out and brushed the side of her face.

Then he kissed her softly on the cheek, "Good night, Rachel." He turned away from her, dimmed the lights, and laid down on the couch.

The room was quiet for awhile. She continued to stand there, sheet loosely wrapped around her, one shoulder exposed as well as most of one leg. After a few moments of internal debate, Diamondback decided to take the plunge. She wanted him to be with her.

"Steve?"

"Yes, Rachel?" He had a feeling what was coming.

"Please sleep with me. I want--" she paused, feeling stupid and vulnerable, but then plowed ahead, "I need you to hold me. This whole situation is bigger than anything I've ever experienced. I'm really scared."

Steve sat up, staring at her intently. She was beautiful. The simple white sheet made her look as pure and innocent as the proverbial girl next door. He knew he was beginning to fall in love with her.

"Okay," he said, "we'll spend the night together, but that's it, okay? I plan on sleeping."

She nodded.

He felt awkward getting into bed with her, and even more so when she cuddled up against him, her warm flesh soft against his. He looped an arm around her, careful to avoid touching any of the more interesting areas. He was relieved to find she was wearing underwear, although it was quickly apparent that she didn't have a bra on.

As time went by, he realized how good she felt against him and how good it was to share a bed with a woman again. It had been almost a year since Bernie, and he had missed her companionship greatly. He knew then that he was ready to start a relationship with Rachel, but not until this war was over. He couldn't afford to get emotionally entangled just yet.

And still, she was so soft and warm. . .

Fatigue set in before he could think much further, and sleep overcame him. Soon he was out completely.

Diamondback felt his steady breathing as she rested her head against his chest. She moved up slightly and looked upon his peaceful face.

She kissed his lips gently, "Good night, Steve." She settled back down, enjoying the closeness they shared, "I love you."

---

He sat alone within the silent, darkened chamber, an unmoving figure deep in thought. He could have been a statue to the casual observer, for the armor which protected him and gave him vast power also covered his entire body, hiding any expression or sign of life. The armor was a pinnacle of modern technology, but it might as well be a toy compared to the devices which now surrounded him. But it did not matter, for he would soon master the alien sciences and incorporate them into his systems, just as he was going to use the growing tempest outside to his advantage. For no matter how primitive his creations may be, his mind was always able to assimilate whatever he needed in order to be successful. Indeed, his mind was ever his greatest weapon, for it had no limitations.

And soon, his mind was going to bring omnipotence itself.

But first, he had to deal with Captain America and his band of so-called heroes. Once they were taken care of, his main objective could be addressed. He took stock of his position in what he considered a mildly complex chess game.

Without his guidance, his minions had managed to lose a few pawns and perhaps a rook. Kang was not to be trusted, and yet his mental abilities would make him a useful field commander. The others were inconsequential. The exchange of the Super skrull for Daredevil was hardly an even trade; he had lost a knight for a pawn. And yet, Loki had said the mutant Wolverine was currently in a coma, so the skrull had made a decent showing of himself.

He imagined how Captain America and Richards were handling the first fatality on their side. Probably wasting time and energy mourning the passage of their unlucky comrade. He wondered what their next move would be. They would feel that they had an advantage, and perhaps they did. He must capitalize on their sense of security. They would not strike him first. Surely, Richards would realize that he had programmed his defenses to cut down anyone who tried an assault. They would expect him to bring the fight to them, since they would assume he wanted to free their prisoners.

He would attack them, but not because of the prisoners; freeing them was but a secondary consideration. No, he would attack in order to thin out their ranks and destroy their facility. Without it, they would be at a severe tactical disadvantage. In addition, the elimination of even a few of the weaker heroes would lower morale, since the heroes had closer ties to each other. His minions couldn't care less what happened to each other, and he certainly didn't care what happened to them. They were merely pieces in an elaborate game. A game in which he intended to be the final winner.

The next step to victory involved the storm outside, in more ways than one. First he would use its energies to provide him with two new pawns, and second, he would use it as cover for his attack. He pushed a button on the arm of his chair and the intercom activated.

"Owen Reece, I have need of you. Come to the command center."

Doctor Doom switched off the intercom and gazed into the darkness.

_Soon, all that is, will be mine. . ._

---

"Whew! I can't believe this weather!"

"What's not to believe, Torch? Didn't you catch that 600 mile per hour wind storm in New Jersey last week?"

Johnny Storm turned away from raging tempest beyond the foot thick window, "You mean the one with the rain drops which hit like a magnum slugs, right? Yeah, I was out taking a leisurely swim."

Hawkeye smiled back at the youngest member of the Fantastic Four, "Let me guess, it made good surfing weather, huh?"

"Hang ten, dude."

"Give it up, guys, the joke is dead. In fact, it started dead, but somehow you two have managed to make it even more dead."

"Who asked you, She-Hulk?"

"Aw, Clint, " The giant woman walked over to the bowman and pinched his cheek, "You are so cute when you sneer like that! It's a good thing you got married, or I might have taken advantage of you.

"Ta ta, guys. Remember the meeting starts in ten minutes."

The two heroes watched her exit the room.

"Man, she pisses me off."

"Oh, come on, Hawkeye! She's only messing with you because she knows it annoys you. Take it from someone who has made it a life long habit to irritate the Thing," Johnny Storm sidled up next to the archer, looked over both shoulders as if to see if anyone was watching, and whispered into his ear, "The reaction is what makes it worthwhile."

Then the Torch broke away from his companion and flamed on, declaring, "Besides, she's a babe."

"What? Are you crazy? She's bigger than both of us put together and about 100 times as strong!"

"So?"

"Sheesh! Let's go to the assembly before I take it upon myself to pound a little sense into that empty space you call a head. Are you sure you haven't flame-broiled your brain at some point in the past?"

"Hey, give me a break. The only female on my team is my sister! You don't know how lucky you have it."

Neither of the two departing heroes noticed the hair-line cracks beginning to form in the glass wall. Cracks which were growing and splitting with every gust of wind and shudder of thunder.

--------------------------------------------------------------------------------------------------------------------------------

For a complete roster and background on this story, please go to my profile.

Thanks for all of the review and keep 'em coming.


	8. Battleplans and a Burial

The room was like an indoor amphitheater, only it was under a translucent dome. The golden material brightened significantly with every lightning flash, but it completely muted the sound of the storm, resulting in an eerie silent flickering. Several glowing spheres hovered above the stage and rows of benches, providing light for the chamber. Like just about everything else in Herobase, the level of illumination could be controlled vocally. Most of that illumination was currently focused upon a single figure standing by a pulpit in the center of the stage.

Captain America looked upon his troops as they entered and sat down.

Already the cliques had formed. On his left, as he stood looking out from the platform, he saw his teammates. Five rows up, Vision sat completely motionless, face betraying no emotion. Right below him sat Hank Pym and Wasp, chatting quietly. He wondered how they were getting along under these circumstances, considering they had finally left the bad feelings of their divorce behind them not too long ago. Two rows down and over to the center a bit were Black Knight, Wonder Man, and Scarlet Witch. It was still odd not to see Wanda and the Vision together, although he noticed she and Simon seemed to be getting along well enough. Dane looked preoccupied; he had seen his share of warfare before. In the front row, all the way to the left, Thor took up quite a bit of space. The god of Thunder was off to himself a bit, not a good sign. A few seats over She-Hulk and Captain Marvel were talking. Jennifer looked like she was trying to cheer the young black woman up. Apparently, Monica also felt blame for yesterday's disaster.

Reed and Iron Man sat right in front of him, comparing notes on something technical. Reed still looked tired. He probably had a hard time sleeping, with Sue back on Earth and his second child due at any time. It was hard to tell how Tony was under his helmet. Next to them was Rachel, sort of by herself. He wished she knew some of the others better. When she smiled at him, he had to fight to urge to smile back. It was the first time he had seen her since he left her asleep in the room over an hour ago. In the second row was the Thing, Human Torch, and Hawkeye. Johnny was currently putting flaming rabbit ears on Grimm, who did not appear to be amused. He was glad in spite of himself to see someone joking around. Everybody else looked so down. Up a few rows from them was Black Cat, another loner. He made a mental note to introduce Rachel to her. Still further up, separated from everyone was the Hulk, who was doing his best to look bored. Spider-man sat all the way at the top, still wearing Daredevil's mask, although he was glad to see that the bandages were no longer on his feet. The young man was resting his chin on his hands, apparently deep in thought. Occasionally, he noticed the Cat looking back at Spider-man, but the hero never responded to her. Things must not have gone well last night. He made another note to talk to Spider-man himself.

To the right were the X-men. Down in front and closest to the center group were Beast and Storm. Hank looked a little tired from the night shift, but Storm appeared to be alert. Behind them Cyclops and Marvel Girl were sitting together, holding hands. He saw the concern on Cyclop's face even through the visor, but Jean seemed to be unharmed from Loki's harsh intrusion. Two rows back and to the right was another couple: Colossus and Shadowcat. The Russian was obviously trying to comfort the teen. If he could send anyone back to Earth, it would be her. She didn't appear to be old enough to drive, much less fight in a war. Sitting close together a row up from them were Ice Man, Rouge, Archangel, and Nightcrawler. They conversed quietly, and he couldn't read much from them. Of course, he didn't know any of them very well, except for Rouge. He had fought her once and lost. Of all the people on his team, he trusted her the least.

There were three people absent. Professor X was in contact with him mentally, while he continued to tend to the fallen Wolverine in the infirmary. Logan was making quite a recovery physically, but his mind was still locked up somewhere within his psyche. Xavier hoped to make some kind of contact towards evening.

The third missing person was lying under a cloth in the morgue.

His job was to make sure no one else joined him.

"Okay, people, settle down." He waited as the heroes gave him their full attention, "I think it would be appropriate to say a few words on Daredevil's behalf before we continue."

"I've spent most of my waking hours since last night trying to figure out what I could say about the man. I spent the rest of my time wondering if there was something I could have done differently to prevent his death," He looked up at Spider-man and then over to Captain Marvel, "And I know that some of you are wondering the same thing."

"I first met Daredevil a few weeks after the Avengers revived me. . ."

---

Sweat was pouring down from his brow. Although his surroundings were several thousand degrees Celsius, it was not the heat which caused his perspiration. No, it was his intense concentration, his sheer mental effort to keep the spherical force field steady and drive it through the molten mantle of the Battleworld, that was behind his exertion.

It would have been easier if the field had been just for him. He wasn't used to protecting and transporting other people, especially not two dozen of them. Plus he had to move at a relatively quick pace so they would reach their destination before their air supply ran out. They were only halfway now, and he was beginning to tire. But he wouldn't give up. He wanted to make a good impression in front of the others, especially that new girl Volcana. But most importantly, Owen Reece didn't want to let his leader down. Doom was the greatest person he ever met.

And so, the Molecule Man redoubled his efforts, and the transparent sphere continued its subterranean journey toward Herobase.

---

". . .and so rest in piece, Daredevil. I pray that you are in a better place and vow that your sacrifice will not be in vain."

Peter Parker watched Captain America bow his head and close his eyes for a moment of silence. He saw Thor remove his helm and stand. One by one the heroes stood, himself included, until all of them were standing, a simple gesture to pay final respects to a fallen comrade.

He felt a single tear trickle slowly down his face, catch at the edge of the red mask he wore, grow into a drop, and finally fall. _I'll make them pay, Matt, _the young man vowed, _even if I have to take them all on by myself._

_Even if I die trying._

---

"H-how much further?"

Although he did his best to suppress it, the strain cut through Molecule Man's voice. Not that he was fooling anyone; his body was sweating profusely and beginning to quiver. Everyone knew he was exhausted, and almost all of them were worried if he could hold out.

Doom was one of the exceptions.

"We are less than 5 miles away, Mr. Reece. If you would kindly begin to angle the sphere upwards at an angle of 30 degrees."

Owen Reece concentrated and the force sphere shifted direction, beginning to surface, "I-I'm not sure how much is thirty degrees."

"Do not concern yourself. My on board computers will take care of that." Doom was quiet for a few seconds, "There. Stop ascent and maintain this trajectory. We will reach Herobase in just under ten minutes."

The armored figure turned away and looked at his team.

Crowded together in a bubble approximately the size of a living room were 25 of the most powerful men and women on Earth. Among them were two gods, six mystically enhanced beings, two artificials and three mutants. His pieces ranged from the nearly unstoppable Juggernaut, to the indestructible Ultron; from the immortal Loki, to the swift and savage Sabretooth. If ever there was a group capable of destroying the heroes that the Beyonder had gathered, it was assembled before him.

His second-in-command, and certainly the most dangerous to him, was Magneto. He knew the mutant might very well have his own agenda, but he had no way of knowing what that may be. When he had first seized leadership, after their initial defeat and his short journey into the Beyonder's realm, he had been fully prepared to use the reprogrammed Ultron to destroy the Master of Magnetism. However, Magneto had agreed to his terms, but Doom still wasn't sure why. Because he felt he could trust the mutant even less than the others, he made him his colonel. By seemingly sharing all of his plans with him, Doom hoped to establish a false sense of trust in Magneto. Therefore when the mutant made his move, hoping for him to be surprised by the betrayal, Doom could turn the tables.

"Magneto, you are to destroy their main generators, damaging as much as possible. Abomination will accompany you. Once you have accomplished this task, you will join the extraction team in the detention area, take command of them, and provide support to ensure our men will escape."

Doom turned to the Wrecker, who he considered an imbecile, yet an effective field commander, "Wrecker, you will lead the extraction team. Piledriver, Electro, Rhino, and Titanium Man are with you. Titanium Man, your sensors should be able to locate our comrades. Expect resistance. Kill them if you can, but your first priority is to free our men."

"Sabretooth, you are to go to the infirmary and finish what the Super skrull started. The rest of you will seek out the heroes and attack them, while Mr. Reece and I examine their command center. Loki will be in charge."

"Why, thank you, Doom," the voice was laced with sarcasm. The Asgardian smiled slightly as he reclined, hovering in mid-air.

Doom looked at the god sharply, "Take care, godling. This may very well be your best chance to finally slay your half-brother."

Loki's face contorted as he leaped to his feet, hands clenched in rage.

_Stop it! Now is not the time for a confrontation, Loki!_

The Enchantress' mental warning had its desired affect. The god of evil nodded sharply at his armored commander, "Of course, Doom. I can not wait to congratulate you on our upcoming victory." _But you had best watch your tongue, mortal, lest I cut it out and feed it to you._

Standing off to the side, the White Queen continued to telepathically eavesdrop, wondering how she could turn this friction to her advantage.

Satisfied, Doom continued, "We cannot afford a protracted battle. Surprise is our best ally. If you cannot win, keep them busy as long as possible before you retreat. White Queen will link the main strike force mentally, while Enchantress will link the various teams. Loki, I leave it up to you to decide when to teleport out. You will take your team to the vehicle port we agreed upon and then retrieve the others. Magneto will assume command when you are all reunited and protect the ship from the worst of the storm while Dr. Octopus pilots the vessel."

"What about you, Doom?"

It was the first time Magneto had spoken.

Doom turned to him, "Mr. Reece and I will find our own way out. You will be left in charge until I return."

_Very ingenious, _the Master of Magnetism mused, _You know you can't trust the Asgardians so you avoid using their teleportation powers on you. Instead you stay with your powerful lap-dog, and thrust the critical part of leadership, the actual extraction, onto me. _

"Remember to use the tactics we discussed. Concentrate on the weaker members, in the hopes of killing them and damaging their morale," Doom fell silent as the sphere stopped. Visible just above the transparent force field was flat metallic plating: the foundation of Herobase.

"We. . .we're here!" the Molecule man gasped.

"Excellent," Doctor Doom turned back to his assembled legion of super-villains with his personal force field activated.

"It is time."

----------------------------------------------------------------------------------------------------

For a complete roster and background on this story, please go to my profile.

Thanks for all of the review and keep 'em coming.


	9. A Battle Joined

Captain America was just about to finish the meeting with the day's duty roster when they heard a sudden shudder which shook the base's foundation. At first, he hoped that the explosion was merely the storm breaking into an isolated section, but the astral projection of Professor X which suddenly appeared in the chamber confirmed his worst fears.

_Gentlemen_, the projection stated in their minds, _We are under attack! _

A few seconds of stunned panic silenced the room, until the Hulk erupted, "Shit! I told you this would happen! What's the plan now, Captain! Shall we convene a committee to discuss our options?"

"Calm down, Hulk!" Captain America shouted, "Your ranting isn't going to help the situation. We need an organized response!"

"I've had it with your organizing!" The green goliath leapt to his feet and lumbered towards the exit, "I'm gonna do something, like kicking their asses back to the other side of the planet. Anyone who's tired of sitting around can come with me."

"You're not going anywhere, mister!"

The shield was thrown with maximum force. If it had hit any normal person it would have shattered their leg. As it was, the disc slammed into the Hulk's calf just as he was taking a step, causing him to lose his balance and tumble down the stairs. The gamma-radiated hero was dumped unceremoniously at Captain America's feet.

The shield rolled down the stairs and into the Avenger's hands.

The Hulk attempted to get to his feet, "Why you son of a--Ummph!"

Suddenly he was on his back with the Captain on top of him, "Now listen Hulk, and listen good. I am in charge here, and you will follow my orders. Do I make myself clear?"

Rage filled the Hulk's features, but it abruptly vanished. A wry smile appeared, "Why Captain! I didn't know you had it in you!"

"Save it, Banner. You've wasted enough time." Cap got off the Hulk and began barking orders, "Iron Man, access a computer and see where they are going. Professor, try to scan them and see if you can find out anything. Storm, Cyclops, I want your team at the detention area. They will definitely send some people to free the prisoners. Captain Marvel, I need a quick recon. Make it discrete, I don't want them to know you are spying on them. Reed, if you were attempting to cripple this base, where would you attack?"

The leader of the Fantastic Four joined Iron Man at the computer console, as Nightcrawler's characteristic "BAMF" signaled the departure of the first squad of X-Men, "There is a series of main power generators which run the primary systems of the entire base. Those are probably one of Doom's objectives."

"You're right," Iron Man stated, as a schematic of one section of the base appeared on the screen. Two blips had broken off from the main groups and were heading in a new direction, "These two are on a direct intercept to the power cells. I'm getting a strong energy signature from one of them. It could be Doom or Electro. Maybe Magneto. I can't be sure from here. Whoever it is, they're moving pretty fast."

_Captain?_

"Yes, Professor?"

_I'm afraid they are being protected by a rather formidable psi-screen. I could probably penetrate it, but that would mean severing my link with Wolverine. I'm at a critical juncture with him. To break off now could shatter any hope of restoring Logan's mental faculties._

"I understand, Professor. Keep trying. Maybe combat will distract whoever is supplying that shielding. But keep in mind that I may have to ask you to break your link if it is critical to scan their minds."

_I will do what I must, Captain._

"Cap, they've broken up into three other groups. A large contingent is heading towards us, while another group is approaching the detention area. Two other individuals are somehow cutting through the levels. I think they're going to the control center."

Captain Marvel shimmered into view, "Cap, it looks like all of them, including two women I've never seen before. Magneto and a big, green guy are heading in one direction, while Doctor Doom and Molecule Man are heading up through the levels. Wrecker and Titanium Man are leading the group heading towards the detention area. I think Loki's in charge of the rest, but I didn't want to stick around."

"Blast!" Cap shook his head sharply, "How did they get by our early warning systems? No vehicle could have approached, and the storm would have made piloting nearly impossible anyway," He leaned over to get a better look at the computer screen, thinking aloud, "Nightcrawler said the storm would have interfered with teleportation. . .besides, I don't think any of them are capable of teleporting that many people that far."

"I think they came up through the ground, Cap," Captain Marvel stated, "I came across a crater not far from where they were."

"It doesn't matter now. They're here, and they're obviously well-organized. Iron Man, Hulk. I want you to intercept Magneto and protect the generators at all costs. Reed and Vision, get to the command center and make sure Doom doesn't get whatever he's after."

Nightcrawler reappeared to take the rest of his team.

Cap addressed him, "Nightcrawler, drop someone off at the infirmary just in case. I wouldn't put it past Doom to attack a wounded man."

"Certainly, Captain," The dark-hued mutant turned to his remaining comrades, "Who wants to join the Professor?"

"I'll go."

"Okay, Bobby. I'll take you after I transport Archangel, Beast, and Rouge." Nightcrawler disappeared with the others in a cloud of sulfur, while Ice Man began to create his armored coating.

"All right, people!" Cap shouted, "The rest of you are with me."

---

"Colossus, watch the hallway. They should be approaching from that direction. Shadowcat, phase into each cell and make sure the prisoners are still secured. Storm, what to do think our defense should be?"

"I'd have a better answer to that question Scott, if I knew who was coming."

"Scott, I'm trying to penetrate their minds, but someone's put up a psi-screen. I can't break through it from here."

"Keep trying, Jean."

A moment later, Kitty Pryde phased back into the main chamber, "They're still locked up tight, but a few of them are listening in on us."

"All right, then," Storm said, "Link us mentally, Jean. State all tactics via telepathy and try to keep vocalizations to a minimum."

A sudden BAMF! revealed four more X-men. Before they could respond, Nightcrawler had disappeared once again.

_Where did Kurt go?_ Cyclops asked.

_Ah, utilizing telepathy, eh? _ Beast thought back, _He went back to drop Bobby off at the infirmary to look after the Professor and Logan._

_Ah hope he gets back here soon, 'cuz it looks like the party's about to start without him!_

Rogue had barely completed the thought when Colossus dove to the side of the entrance way as an energy blast struck the ceiling of the room, bringing down sizable chunks of the roof. By the time the mutants recovered their bearings, Titanium Man had landed in their midst.

The detention area was basically round with a control station in the center and two exits facing each other on opposite walls. The two semicircular walls which made up the rest of the room contained the doors to the cells. There were 10 on each side, but the sensors in the Russian's armor easily picked out which cells were occupied.

He was raising his hands to blow out the door to Thunderball's cell when Cyclops nailed him with a near point blank optic blast, sending him flying out of the control station and into a wall. Before he could recover, his fellow countryman Colossus had him in a bear hug.

Fortunately for the Titanium Man, his own allies had reached the chamber. Rhino's unexpected charge into Colossus's back toppled both the mutant and his combatant, allowing the latter to take to the air once again. Meanwhile, Wrecker was fending off further attacks from Cyclops by deflecting the blasts with his crowbar, while Electro kept Storm and Archangel busy dodging lightning bolts. Piledriver took advantage of the cover of the villain's charge to rip open the door to one of the cells.

Before a liberated Bullseye could take a single step, Beast sprang across the room and decked Piledriver from behind, shoving the member of the Wrecking Crew into the cell. He collided with Bullseye and the two of them fell to the floor.

"Enjoy your new roommate, my friend," Beast said as he forced the door back into place. _Jean, a little assist here, please?_

_Certainly, Hank. _

Beast's patch job was quickly molded into place by telekinesis as Jean Grey brought in additional material to reinforce the cell.

"Beast, look out!"

Rogue's warning was too late as the Titanium Man's repulsor hit the Beast from behind and knocked him to the floor. She flew into the armored villain, trying to force him down, and hit him solidly across the face.

Although her own tough skin prevented her from injuring her hand, Rouge realized her punch had not penetrated the Russian's armor. She did feel the villain's counter strike, as a huge fist turned her guts to jelly. The wind knocked out of her, the mutant veered away from her opponent.

_He's stronger than me, and Ah can't absorb his powers since none of him is exposed! A-Ah can't take him!_

_Hold on, Rouge, we're coming! _Storm assured her.

But Electro wasn't about to let her come to Rouge's aid. The villain sent electricity arcing across the room, forming an effective barrier of pure energy between the battling pair and all others. He then sent another bolt directly at the fallen form of the Beast.

The bolt hit something just before the Beast and fractured into a thousand smaller discharges, "What the hell?" Electro exclaimed.

"It's called teamwork, jerk!"

Archangel's power dive had the X-men on top of his foe before he could let loose another blast. He slammed into Electro and knocked him clear off his feet, the metallic wings cutting deep into his opponent's body. Electro gasped in pain and grimaced as he hit the wall.

Warren Worthington watched the villain slump to the floor in a heap, but all of his mind was on controlling his sudden bloodlust. The wings quivered in anticipation, flailing outward in all directions. He saw the tips dripping in blood, and looked away in disgust.

He had to concentrate on something else. He saw Jean bent over the downed Beast. Apparently her telekinetic shield had withstood the electrical blast. _Is he okay, Jean?_ he thought, trying to control his rage.

_He's alive, but his pulse is unsteady. There's might be internal injuries. Kurt may have to teleport him to the infirmary. _

She looked over at him, eyes widening as she saw Electro's body and the his thrashing wings, _Did you kill him?_

_I-I don't know. I pray to God I didn't._

He couldn't have killed him. Warren approached Electro, retracting his wings by sheer force of will, and knelt beside him. He shuddered as he looked at the ripped and bloody stomach, and placed two fingers on Electro's neck, looking for a pulse. There was one.

A hand came up and grabbed his arm.

"You mutie son of a bitch!"

Electro sent everything he could muster into Archangel. The exact voltage would never be known, for when the electricity ripped through Warren's body, the current contracted all of his muscles and more importantly, his wings. The razor sharp metal sheets shot out to full extension, slicing right through Electro's body and embedding themselves in the wall. It was only after one of the metal feathers pierced Electro's brain, finally killing him, that the current ceased.

But Archangel was already dead.

--------------------------------------------------------------------------------------------------------------------------------

For a complete roster and background on this story, please go to my profile.

Thanks for all of the reviews and keep 'em coming.


	10. The Conflict Spreads

His sensors picked up the massive buildup of energy in the corridor ahead, and he would have found it hard to believe any one person could generate such power without artificial enhancements. The surge of electromagnetic energy shot right off the scope of his detectors and was growing in intensity as he approached. In any other instance, he would have even run a systems diagnostic before believing the magnitudes from his scan.

But he knew his quarry was Magneto.

"How close are we, Shellhead?"

"Contact in less than a minute, Hulk," Iron Man was carrying the green giant by the shoulders as he flew through the large hallway which led to Herobase's main generators. He figured they would catch up to them just before they reached the chamber containing most of the machinery which powered the fortress, "I don't think they'll know we're onto them already, so we should make the most of our surprise attack."

"They won't know what hit them," Hulk exclaimed as his cracked his knuckles.

_I hope so_, Iron Man thought to himself, _Because I don't know if either of us could survive Magneto's counterattack. _

Magneto carefully controlled his flight down the corridor. He could sense the energies from the generators emanating up ahead and was using them as a guide since Doom had only had a general idea of where the power cells were. Still, his so-called leader had been able to direct him close enough so that his own abilities could take him the rest of the way. He had to admit Doom's choice of him for this critical task was both logical and intelligent. The man was a genius.

This fact would make destroying him all that more enjoyable.

Something tapped his shoulder, "How much further, Magneto? This force bubble of yours is making me airsick."

Magneto clenched his teeth and resisted the temptation to impale his passenger on the nearest piece of metal, "We'll be there in a few seconds, Abomination. Do you remember your orders?"

"Yeah," The huge mockery of a man put his hands behind his head in a show of boredom, "Babysit, while you trash a bunch of machinery. I'd much rather be with the main force. At least then I'd be able to break someone."

"I sure hope I'll be able to cheer you up, Blonsky!"

Magneto had half-turned towards the source of the voice when he felt his force field shudder. The bubble wavered and dropped several feet to the floor. He concentrated and solidified the bubble, seeing the Hulk, who was on top of the globe, raising his fist for another strike.

Magneto suddenly cut off the field, and the gamma-radiated hero found himself tumbling to the floor, off balance from his swing at something that was no longer there. The Hulk started to get up when a huge foot caught him alongside the head and sent him reeling. Abomination followed the kick with a savage blow to the gut.

"Nice of you to drop in, Banner!"

Magneto was taking to the air again, content to let the two fight it out while he completed his task, when Iron Man, having looped around after dropping off the Hulk, slammed into him from behind. His field was only partially up, and the mutant felt his back twist painfully into a C-like shape just before he was embedded in a wall.

Iron Man backed away and then released point blank repulsor beams from both hands, which drove the Master of Magnetism further into the wall. As a coup de grace, he used whatever ultra-freon his armor had managed recharge in the past twelve hours to coat the mutant. The Avenger let the supercooled liquid fill the entire hole that had been made, until the streams of freon from his armor thinned, trickled, and finally ceased. Magneto was completely encased in near absolute zero ice.

Tony Stark watched the surface of the iced-up hole carefully, alert for any cracks or signs of movement. Several seconds later, the sounds of battle caught his attention and he turned to see how the Hulk was doing.

It was then the wall exploded outward with a fury he had never before witnessed. Huge chunks of metal and concrete-like material scattered like leaves in a hurricane. Several pieces smashed into him before he could erect his own personal force field, and one dagger-like shard over two feet long penetrated the armor and dug deeply into his side.

Tony crouched forward, holding his ground, and pulled the piece out, cursing in pain. _It hurts like a sonovabitch, but I think it missed the kidney_. He knew he should run a systems check to see if the armor had suffered any major damage, but he also knew that he had no time.

"End of round one, Avenger."

Holding his side, Tony Stark looked up at his hovering antagonist, suddenly feeling very vulnerable indeed.

Heart pounding furiously, Rachel Leighton swallowed hard and tried to hold the explosive-tipped diamond steady in her hand. She felt what must be a zillion butterflies flitting away inside her, and once again she wished the waiting was over. If only she could immerse herself in action, then all of these doubts and hesitations would be replaced with instinct and reflex.

_Face it, girl, you are scared out of your mind._

She felt a slight squeeze on her shoulder and turned to see Steve give her a reassuring smile. She smiled back in spite of herself, and began to open her mouth to speak, but he had already moved on, running full tilt. She supposed she should feel honored that he had checked in on her at all, especially since she knew he had a dozen other things on his mind.

But mainly she wished he could have stayed with her.

A slight tremor focused her back on the task at hand. She looked to her right and saw the Black Knight unsheath his sword and crouch. The concentration in his eyes was almost eerie. What was that Steve had told her? Something about the Knight fighting during the Crusades? He didn't look that old. She'd have to ask--

Another tremor, this time pretty close. Steve had said closing the blast doors wasn't going to delay them for long, but it sounded like they were walking right through them.

Yet another vibration, this time followed by a crash. They were almost here. Steve had said there were five doors between them. Or was it four? She couldn't remember. She slipped an explosive diamond in the other hand, looking over at the Scarlet Witch to her left.

The look on the Witch's face made the Knight appear to be daydreaming. Of course, she had a vital role in their little ambush. Rachel only caught part of the plan, since Steve had literally thought of it while on the run. She had been blown away by the first step and missed the rest--

Rachel was nearly knocked over by the noise as the doors and a good section of the wall they were attached to came crashing inwards. By the time she managed to look at the opposite end of the large rectangular chamber, at least a half dozen villains had swarmed into the room, led by a huge brown guy and a floating green and yellow man with horns. She wished she had paid more attention to Steve's lectures on super-villains, especially since that information could now save her life.

Adrenaline flooded her system as she watched the group charge into the center of the chamber. There were at least 12 of them. She thought that the big guy was Juggernaut, and the guy with the extra arms had to be Dr. Octopus, but as for the rest. . .

Suddenly she saw a familiar-looking black costume and skull mask. Crossbones. Her resolve hardened, for she now had a target. _Well, Bing, it looks like it's going to be you and me._

"I don't understand," a flying blond-haired woman in green said, "They are here! They should be right in front of us!"

Rachel saw the Scarlet Witch begin to make a hex sign.

Time to fight.

She ran forward at full speed, feeling the odd sensation of growth as the Pym particles were suddenly negated and she reverted to her full size. With the mental command of Henry Pym, and the help of the Witch's probability control to make it happen to everyone instantaneously, 15 heroes seemingly appeared out of nowhere, surrounding the surprised villains.

Rachel threw her two nitroglycerin-filled diamonds at the group, hoping the battle would go as smoothly as the ambush had.

--------------------------------------------------------------------------------------------------------------------------------

For a complete roster and background on this story, please go to my profile.

Thanks for all of the reviews and keep 'em coming.


	11. Death in the Family

Scott Summers watched in shock as his friend's body shuddered, blackened, and finally went still, "My God! Warren!"

"You're next, mutie!" Wrecker promised as he advanced once again.

Without thinking, Cyclops shot another optic beam at the leader of the Wrecking Crew. His foe blocked it neatly with his weapon, "Better think of a new trick, four-eyes! This is getting old."

The mutant shifted his gaze, striking the floor beneath the villain.

"What!"

Unable to block the blast since it really wasn't aimed at him, the Wrecker lost his footing as the section of floor he was standing on exploded. When the dust cleared, the Wrecker found himself prone in a knee-deep crater filled with rubble. He was barely able to get to his knees before Cyclops brought the ceiling down on top of him.

_Cyclops, duck!_

Scott crouched quickly and turned in time to see Rouge barely miss him as her body hit the floor hard. Her face was bloody and bruised, but he was thankful to see that she was still breathing.

He took stock of the situation. Warren was dead, but he couldn't deal with that now. Rouge and Beast were down. Colossus was busy with Rhino. The Russian currently had his opponent in a headlock, but it looked like it was all Peter could do just to hold him. Storm was trying to keep Titanium Man busy, but her lightning bolts weren't doing much and she couldn't really employ her heaviest attacks indoors.

In fact, their armored foe was making another move towards the control console_. Jean! Use your telekinesis to keep the Wrecker buried and try to get a message to Kurt! We need him!_

_I'll do my best Scott!_

_Storm, back off and see if you can help Colossus!_

Cyclops advanced toward the console, setting his visor for a maximum blast, as the Titanium Man landed and reached for the controls. A full-force beam lanced out at the towering green figure. A second later it shimmered and disappeared. The Russian's force field had taken the blast and subsequently collapsed.

"Too late, X-man!" he bellowed, as the huge fingers stabbed at a button on one of the panels.

_KITTY, NOW!_

Shadowcat shot out from the floor below the Titanium Man and phased right through his armor, playing havoc with its systems in the process.

"It's about time you landed again!"

But the young girl's cockiness quickly turned into horror, as the man inside the armor began to scream in agony.

"I'm burning!" Titanium Man roared, thrashing around, "I'M BURNING!" The words were in Russian, but everyone realized what he was shouting as smoke billowed out from the joints and dozens of electrical arcs writhed around his body like snakes. The Russian crashed against the console and stumbled over it as he struggled to tear off the suit. Throughout the grisly scene, Kitty Pryde stared, eyes bulging. The color drained from her face and the girl became very pale.

"Storm!" Cyclops shouted, forgetting the telepathic protocol, "Put him out before he burns to death!" He rushed over to the Russian, who had managed to rip off his helmet and was batting at his flaming head.

The Titanium Man collapsed, suit still burning and crackling. A few seconds later, Storm managed to summon enough rain to put it out, but one look at the man's face told Scott it was too late.

He take a step towards Shadowcat, "Kitty—"

"I killed him," she stated simply, gazing trance-like at the body.

"It's not your fault, you didn't—"

"I killed him!" Tears began to stream down her face.

He began to open his mouth to reply when the telepathy hit his mind like a ton of bricks, _Scott! They're free!_

He looked towards the cells. His stomach dropped sickeningly and a cold rush of fear washed over him, as four villains exited their now wide open cells and the two others had finally smashed through Jean and Hank's hastily erected barricade.

Things had gone from bad to worse.

---

BAMF!

Professor Charles Xavier watched Nightcrawler's sulfur-smelling cloud slowly dissipate, his mind struggling to monitor the various battles in Herobase, to pierce the formidable psi-screen the villains had erected over themselves, and to protect Logan's psyche from the painful regeneration his body was undergoing. Therefore he didn't quite catch Robert's question.

"I'm sorry, Bobby. What did you say?"

"I asked if I should ice up the entrances to the medical lab. Captain America seemed to think the bad guys might try to finish off Wolverine." Bobby Drake looked at his mentor's features. He didn't like what he saw there. "It's not going very well, is it?"

Xavier pondered telling him about Warren, but thought better of it. They must focus on the tasks at hand. As callous as it may seem, there would be time later to grieve. He simply shook his head.

"No, it isn't."

Bobby waited for an explanation, saw that none was forthcoming, and began to seal off the chamber, coating the nearest doorway with ice. He had a bad feeling that the Professor was holding something back, something about the team. _I wish I had gone with them. I should be fighting alongside them, not hanging back in the rear._

Professor X closed his eyes and once again tried to probe their enemies' minds. As before, he ran into a mental barrier that would have required all of his strength to overcome. Reluctantly, he stopped monitoring his allies, and put all of his energy, save the bare minimum needed for Logan, into his exploration. After a few minutes of intense concentration, Xavier stumbled upon a weak link.

It was hard to pinpoint, but someone had strayed far from the other villain strike forces. The psi-screen was being stretched a little too thinly, and he might be able to overcome it. Professor X narrowed his focus.

It was an individual moving quickly and with determination. There was a high degree of aggressiveness, almost bestial in nature. It--no, he--had a specific objective, but also another goal to be dealt with later. He was heading towards--

Realization came an instant too late.

"BOBBY! Look out!"

Ice Man looked away from the door he had half-covered to see Sabretooth charge into the medical lab from the only remaining entrance and pounce with a tremendous roar. The mutant's claws sliced right through his armor, cutting deep into his stomach. Only his icy coating had prevented him from being disemboweled. Sabretooth's momentum knocked the two of them to the floor, and Creed quickly pinned his foe down by the throat. Crouching on top, he brought his other arm back for a killing strike.

The foot-long spikes which suddenly grow from various places on Ice Man's body clearly caught him by surprise, as several embedded themselves in his legs and lower body. The pain caused his strike to miss Ice man's head and instead dig into a shoulder.

Bobby continued to struggle, noticing morbidly how strange his own blood looked flowing over his ice form. He couldn't break Sabretooth's grip on his throat, and he was beginning to feel his windpipe crush. He thought the spikes would have forced him away, but that just proved to be a fatal miscalculation. Let's not make it easy for him, he thought as he created several spikes on one of his palms and shoved them into Sabretooth's face.

Creed growled in pain, and began to strangle Ice man with both hands, "Not too shabby, snowman! At least you went down fighting."

The X-man could only gasp in reply as his consciousness began to fade.

The mental bolt which hit Sabretooth made him forget the pain of the spikes and nearly everything else. It lifted him off of Ice man and threw him across the room like a rag doll. He smashed through a bank of computers, tumbled over a table, and finally stopped when he met the wall. The stunned mutant groaned and shook his head slowly side to side.

_Bobby, you must get out of here. He'll recover any second._

Ice Man struggled to his knees, one arm held gingerly across his bleeding mid-section, the other rubbing his throat. "I'm afraid I can't do that, Professor," his voice came out rasping, and he took a couple deep breaths to clear his head before he continued.

"You see, I've been assigned to protect you--unngh," He got to his feet,"--and Logan--" approaching the Professor and Wolverine's tube.

"Bobby, you're in no condition--"

"--and that's what I'm going to do." Gesturing with one arm, Ice man began to erect a foot-thick wall around them, leaving himself outside.

"He'll kill you!"

Robert Drake smiled sadly as the wall continued to rise, "When you gotta go, you gotta go."

"Bobby, don't do this!"

The wall reached the ceiling. He and Logan were completely cut off from the rest of the medical lab. _Robert, I order you to get out of here now! _

_Sorry , Professor, _Ice man thought, as he turned towards Sabretooth, who had begun to approach again.

Xavier sensed the approach of Sabretooth, felt the rising bloodlust. Indeed, he was more beast than man now. _Bobby, please!_

_I'd save my energy if I was you, in case the wall doesn't hold._

Ice Man waited until his opponent lunged, and then thrust both arms forward, spraying Sabretooth with dozens of ice shards. Most of them hit their mark, driving deep into muscles and slicing viciously across tendons and skin. One found its way into an eye. But they didn't slow the killing machine, whose claws slashed across the throat and face.

Once again the two tumbled to the floor, but this time only Sabretooth moved. Two more swift cuts managed to gut the young X-man, and a final savage strike, which went right through Ice man's armored chest, finishing the gristly deed before Ice Man even had time to scream.

"BOBBY!" Xavier shouted, "My God!"

Sabretooth grinned and leered with his one good eye, as he pulled out the hero's still beating organ, "Have a heart, Charlie!"

Charles Xavier had always considered himself a rational man. One who acted with restraint and insight, forever aware of the fearsome power he possessed and tailoring his actions to compensate for his opponent's mental defenses. He was loath to enter anyone's mind without their permission, much less to use his abilities to strike out at them. But to have one of his children slaughtered in front of his very eyes. . .

It was too much for him to bear.

As Sabretooth attacked the icy barrier, bashing at it with blow after blow, Professor Xavier's shock turned into anger and finally rage. With the wall reverberating from each strike of the mutant and larger and larger cracks and chips appearing, Charles Xavier summoned every ounce of his mental energy for the single purpose of avenging his student's death. Something precious had been taken from him, and now he would take something back.

Creed, fueled by his pain and animal instinct that his prey was trapped, ripped through the ice with increasing savagery, until he managed to crash through it with one final charge. As he recovered his balance and looked at Xavier, intent upon tearing him to shreds, Sabretooth caught a glimpse of some kind of aura about the telepath's head.

An instant later that aura flashed and Creed felt pain the likes of which he had never known. His entire head was on fire. His nerves seemed to explode. He couldn't even scream because of the convulsions which wracked his body. It felt like every part of him simply became pure anguish.

"How does it feel, Sabretooth?" Xavier asked, features clenched with intense effort and righteous fury, "I have caused your brain to register all of your pain receptors at the same time. I haven't damaged a single cell. Your regenerative abilities are useless, because there is nothing physically wrong. I could keep you in this state for hours, but even that would only be a fraction of the suffering you've inflicted upon others."

Sabretooth collapsed, a quivering mass of flesh and sensation. He couldn't even think.

Xavier continued his attack, "I could kill you now, Sabretooth. I could stop your heart. Or I could simply turn you into a mindless husk."

Creed continued to lie prone, shuddering violently.

"I could kill you," His eyes narrowed, the brightness of the aura increasing, "and I have never been so tempted to do so as I am now."

What could have happened next would haunt him for the rest of his life, but as it was, a low groan behind him caught his attention. Professor X looked, only to be confronted by the floating Wolverine.

For the first time since the nova blast, Logan's eyes were open.

The lids were still heavy, but the pupils were staring intently at him. And then, with what had to be a monumental effort, Logan spoke:

"Don't do it."

His rage broke, and rationality flooded back in. Xavier ceased his assault and reestablished contact with Logan, again shutting down the X-man's pain receptors. Logan sighed and slipped back into unconsciousness.

Sabretooth stopped shaking. A few seconds later he fled, unable to think of anything but escape. He stumbled into equipment and fell down twice before he could find a way out of the chamber. As he ran down the corridor, his vocal cords recovered enough to start screaming. The inhuman sounds of agony echoed long after he was gone.

Xavier listened to the sound as he stabilized Wolverine, and shuddered inside. _My God, what have I done?_

------------------------------------------------------------------------------------------------------------

For a complete roster and background on this story, please go to my profile.

Thanks for all of the reviews and keep 'em coming.


	12. The Chaos Continues

Reed Richards reached up and grabbed another pipe, careful to avoid the jagged edges of the shaft the Molecule Man had created, and pulled his body up through another floor. There was no longer any doubt about how the villains had managed to get by their sensors: he and the Vision had discovered a blown out section of floor on the lowest sub-basement. That, combined with the disturbed earth, had convinced them that the Molecule Man had managed to transport the group a thousand miles through the earth from Doombase. Reece had never been capable of that magnitude or subtlety of manipulation before, but as Reed was forced to admit, he had never before been allied with a genius like Doom. With someone of Doom's intellect directing him, the Molecule Man was far more dangerous than ever.

Reed continued his ascent. By his reckoning, Doom had a ten minute head start on them, which was why he had sent the Vision in advance to see what the Latervian monarch was up to. Whatever it was, they couldn't afford to let it succeed simply because he couldn't climb fast enough.

He noticed that the edges were getting a little warmer, meaning he was closing in on the command level. He looked up and saw that he only had a few more floors to go. It was then that the Vision appeared in front of him, his ghostly form melting out of the ceiling of the level Reed was in the process of passing through.

Reed stopped, pulled up his legs from below, and stretched them over to the floor surrounding the shaft. He released his hold, and his body snapped back to normal form, standing in front of the now solidified Vision.

"What did you see?"

"Doctor Doom and the Molecule Man are both in the command center," Vision stated, mechanical voice droning on with emotionless precision, "Doom is apparently accessing our computers, while the Molecule Man appears to be standing guard. Neither were aware of my presence."

"What was Doom trying to access?"

"From what I was able to deduce during my brief observation, I believe he was using our computers to run a sensor scan of a particular region of the Battleworld."

Reed absently tugged at his lip, deep in thought, "A sensor scan? That doesn't make sense." Reed looked back at the Avenger, "Which region was he scanning? Were you able to determine?"

"Somewhere in sector J. I was not able to get a better look at the monitor from my position without drawing attention to myself."

"Sector J?" Reed's eyes widened, "That's where Galactus is located."

Peter Parker was numb.

Over two dozen super-humans battled around him. Energy blasts soared overhead, only to be countered by mystical shields. Super-human punches were thrown, missing by inches due to perfectly mastered evasions. Bolts of mental energy lashed out--and fizzled when a one in a million probability became reality. Artificial tentacles met gamma-irradiated flesh, a thirty foot tall giant swatted at a tiny woman with wings, and a living energy being collided with a walking irresistible force.

And Peter was numb to it all.

With the impossible grace that was his alone, he danced within the chaos around him. Giving himself over to his spider-sense, his body flowed through the melee. A twist dodged one of Doc Ock's tentacles, a flip avoided Juggernaut's charge, and a humanly unattainable leap carried him into Loki.

The Asgardian was clearly surprised, having been concentrating on keeping his group organized after the heroes' ambush. Spider-man tackled him hard in the mid-section, breaking his flight spell, and causing both of them to tumble to the ground. Peter shifted in mid-air so that Loki landed first and managed to roll away unhurt.

Spider-sense screamed. He moved.

Scorpion lunged past him, missing by less than an inch. Peter grabbed the tail, concentrated on sticking to the floor, and pulled hard. Scorpion's body came to a sudden stop and the villain lost his footing, slamming face first on the smooth metal surface. Peter stopped sticking, hauled on the tail, and spun like a hammer thrower in a decathlon. Scorpion was picked up, spun in a full circle, and let go. An instant later, he collided with one of Goliath's legs. The giant stumbled, tripped on a few of his smaller comrades, and fell spectacularly.

_That will be quite enough._

Spider-sense again cried out a warning, but a direct attack on his mind couldn't be avoided physically. Intense pain welled up inside his head, and Peter dropped to his knees in agony.

The White Queen laughed, _Time for a lobotomy, hero. _

A swift kick to the head from behind shattered her concentration. The White Queen staggered and turned towards her attacker. Black Cat obliged her with another kick to the face. The mutant slumped to the floor.

She knelt by Spider-man, holding him steady, "Are you okay?"

His brains were so scrambled that it took a few seconds to figure out how to speak again, "Y-yeah. I just need a minute to clear my head." She helped him to his feet.

"Listen, in case one of us doesn't make it through this battle, I just wanted to apologize for--"

"Look out!" He leaped straight up, carrying her with him, as a huge gout of plasma exploded where the two of them had just been.

"Damn it! He won't stand still!" Volcana aimed again.

"ENOUGH!"

His voice cutting clearly through the din, Thor raised his hammer, "Now thou shall face the true power of Asgard!"

Lightning bolts emitted from Mjolnir, striking the most powerful of their adversaries, while others landed among groups of villains, knocking them over like bowling pins. An unearthly howling filled the room as the energies of the mystical dimension of Asgard flooded the chamber. More than a few of the Thunder God's allies found themselves shielding their ears and eyes, hoping that Thor wouldn't lose control of the energy.

But the Enchantress had seen this display before and knew of a way to counteract it. She concentrated on the heroic figure while a magical field protected her from the assault, and carefully cast a spell. A second later, Thor flashed vibrantly and disappeared into thin air, taking the massive energies with him.

Loki took advantage of this sudden turn of events, "Come, my friends! Their most powerful ally is gone! It is time to avenge the countless defeats they have dealt you before! Crush the heroes! Kill them once and for all!"

The villains roared in approval and renewed their attack.

It was times like these that Hulk wished he had never regained his intelligence. Although its recovery had normalized both his life and relations with everyone he knew, there was a price. He could no longer stimulate the adrenaline surge which made him stronger when he experienced rage or pain, and he was certainly feeling the latter now.

"Whatsa matter, Banner? Can't quite cut it without the berserker rage?" Abomination threw another punch. Hulk blocked it, but felt the dull pain as the force of the blow rippled through his arm.

He wasn't able to catch the knee to the gut which followed. The hero doubled over, leaving himself exposed. Abomination wasted no time clenching his fists together and slamming them down on Hulk's back.

The floor gave way under the force of the blow, and the two green goliath's fell to the level below. More of the floor broke loose above them, and a quick shower of debris covered them both.

A few moments later, the Abomination exploded out from the rubble. He looked around for his opponent.

"Where are you hiding, Banner? You're only delaying the inevitable." He began to rip through the debris, "We both know that without the adrenaline surge, I'm stronger than you!"

He dug into a final pile, surprised when it gave way suddenly. Another hole was under it, and the Abomination stumbled into it before he could recover from his swing. He fell only another 20 feet or so, but landed rather poorly; face first and prone.

The Hulk was on top of him before he could get up. A kick to the body kept the Abomination off balance, while the Hulk brought one huge fist down on his head. The villain was smashed back into the floor, which didn't buckle because it was the lowest level of the base. The entire foundation, not to mention tons of earth, was holding it up.

The Hulk quickly hunkered over his foe from behind, wrapped both hands around his throat, and began to squeeze. "You may be stronger, Blonsky, but I'll always be smarter!"

The Abomination tried to use his arms to push himself up, but Hulk took advantage of his position by shoving both of his feet into the villain's elbows, forcing him back down. The hero increased the pressure, holding Abomination down by sheer weight and leverage. Although stronger, the villain simply couldn't bring any of that extra strength into play, and his throat couldn't take this kind of punishment for long.

A few minutes later, the Abomination passed out.

Wearily, the Hulk let go and got off of his defeated foe. His whole body ached, and it hurt to even move his fingers.

He had just begun to think about what to do with Blonsky, when an explosion from above caught his attention. "Aw, shit! I should have known Shellhead couldn't handle Magneto." Powerful leg muscles tensed, and the Hulk leaped out of the chamber, leaving Abomination sprawled on the floor.

When he reached his original level, he hardly recognized it. Nearly everything metallic within sight was whipping around crazily, like snow in a blizzard. Hulk shielded his eyes with one hand, and tried to see through the magnetically-induced storm. Somewhere near the middle he saw Iron Man on his knees, being battered on all sides by chunks of wall, shards of metal, and a dozen other types of debris. Banner could make out the hazy aura of a force field and could tell it was taking more punishment than it was designed to. In a few seconds, maybe a minute, it would be drained.

He shifted his gaze to find Magneto.

Unfortunately, the mutant found him first.

A metal slab approximately the size of a car smashed into him, followed quickly by a concrete block closer to a truck. A hundred other objects then joined in. Each collision was a dull ache, but their sum total threatened to take him down, especially after he had gone ten rounds with Abomination. Banner looked desperately for his opponent.

He caught a glimpse of red cape above him and leaped blindly.

He got lucky.

Whether it was because Magneto was spending too much energy pounding the crap out of Iron Man or because Shellhead had already taken some of the fight out of him or even both, Hulk didn't know or care. What mattered was that there wasn't enough of a force field present to prevent him from grabbing the mutant's cape. The Hulk yanked hard on the cape as he fell back down, pulling the Master of Magnetism out of the air.

When he touched down, Hulk hauled in the mutant and wrapped him in a bear hug. "Give it up, Magneto! I can crush you like an egg, and believe me, I'm in the mood to do it!"

Magneto concentrated, and an electric current passed through his body and into the Hulk's, "Get your hands off of me, human!"

The energy cascaded over Hulk's skin, while his internal organs shuddered and burned. The hero roared in pain but did not let go.

Magnus continued his assault and then brought up his force field. Drawing upon all of his reserves, he expanded the field enough to break Hulk's hold. Flying up, he faced his foe and gestured viciously at him with one hand. Instantly, a huge section of floor ripped itself free, reconfigured configured itself into a spear-like shape, and hurled towards the recovering hero.

The tree-sized shard hit the Hulk in the chest, penetrating deeply and carrying him through a wall. With an afterthought, Magneto closed the hole.

His field shuddered and went down.

He turned and got hit across the face by Iron Man. The Avenger punched him again, sending his helmet flying. Reeling from the blows, Magneto tried to clear his head.

Not taking any chances, Iron Man kept up his assault. His own force field was inoperative and the armor was severely damaged. He had been forced to shut down most of his weapon systems and was now pouring everything into his strength enhancers. Tony knew he had to end this quickly; as he was losing a lot of blood from his wound.

Magneto surprised him when he grabbed one of his arms. The Avenger managed to land another blow with his other hand, but then electricity coursed through his armor. _He's trying to short out my systems with an energy surge. I've got to complete the circuit!_

"Have a taste of your own medicine, Magneto!" Iron Man reached out with his free hand and grabbed Magneto's shoulder.

The mutant shuddered as the energy shot back through him, but he soon recovered and generated even more.

_So that's the way he wants it, huh? _Ignoring his computer's warnings, Iron Man began to generate energy of his own, adding it to Magneto's and channeling the sum back at him. _Let's see who can take more._

The two enemies remained locked in this deadly embrace, floating several feet above the ruined chamber due to the electromagnetic field the mutant was generating. Seconds passed and dragged on into minutes, as the current between the two men doubled and redoubled.

Magneto's body began to tremble and then convulse. His vision blurred as he threatened to lose consciousness. He tried to force himself to stay awake_. NO! I will not be defeated! There must be a way!_

Drawing upon the last of his strength, Magnus reached out with his mind and snagged a small coil of wire. As the pain grew steadily and his grip began to weaken, he guided the wire up to them until it was within a few feet. Then, with a final push, he magnetically attached it to Iron Man's armor.

Now that he was grounded by the wire, all of the energy flowed through the Avenger and into the floor. Too much for the armor to assimilate in its damaged condition, the electricity shorted out half of its systems before the suit shut itself down, saving Tony Stark's life but leaving him totally helpless.

Both men dropped like a stone, but a few minutes later, Magneto wearily got to his feet. He looked over at his opponent. Iron Man's smoking form lay motionless. Leaving the Avenger for dead, the mutant tried to fly, found it to be too difficult, and settled for walking toward the generators.

Tony Stark watched him go out of sight, hating the fact that he had just played dead, but realizing there was nothing else he could do_. If I had moved he would have just crushed me and then went on to destroy the generators. At least now I can try to do Banner some good._

He tried to get up. Pain shot through him and he blacked out for an undetermined amount of time. When he came to, his side throbbed in warning. _Oh yeah, I'm still wounded. Can this situation any get worse?_

He gave it another go, this time being careful not to aggravate his injury. It was difficult since the suit was only so much dead weight, and would remain so until the computer rebooted and brought whatever systems still working back on line. Somehow he managed.

Several delicate steps later, he reached the section of the wall where the Hulk had gone through and stared at the jumble of metal which blocked the hole. He was pondering how he was going to get through when a massive explosion down the hallway caught his attention. At the same time, the few remaining lights in the area went out.

_Great. There go the generators. _

_I hope the others are doing better than us._

_------------------------------------------------------------------------------------_

Roster and Background for this story can be found on my Profile. Glad to see some new people reviewing. Thanks for all the kind words. Tune in next time when the Avengers suffer their first fatalities! Hey, they didn't call it a War for nothing.


	13. Even Avengers Can Die

Reed Richards stared at the remains of the Vision, trying to figure how things could have gone so wrong.

It had seemed like an good plan.

Vision would come through the floor, passing through Doom and thus shorting out his armor. The android would be safe from any retaliation from the Molecule Man since he would be phased. At the same time, he would provide a distraction, allowing Reed to sneak up from the pit and take Reece by surprise. From past battles, Richards knew that the Molecule Man was simply a normal man, despite his earth-shattering powers. A solid blow to the head should have ended it. Doom would have been helpless, and his most powerful ally would have been incapacitated.

Instead, when Vision emerged from the floor and tried to phase through Doom's armor, the villain's force field activated before the android could get so much as a hand through. The resulting energy surge sent a massive charge through both, damaging Doom's armor but also forcing the Vision back into tangible form. Before Reed could reach the Molecule Man, Doom had ordered him to "destroy the robot" and Reece eagerly obeyed, using his control of inorganic molecules to literally explode the Vision from the inside. The inhuman squawk which the Vision emitted an instant before his death would linger long in Reed's mind, competing with the sickening image of the android's body expelling its innards. Wires, artificial organs, and fluids were vomited from the openings of the Vision's mouth and eyes, while musculature and skeleton burst out from underneath the skin.

He reacted as fast as could, extending an arm across the room and nailing Reece from behind. The Molecule Man dropped to the floor, and a second hit knocked him cold, but by then the Vision was little more than a wet smear and spare parts.

"So Richards, once again you were not quite good enough."

Reed looked back at Doom, keeping his guard up. The villain was getting back to his feet. The armor was charred, but it was impossible to determine how badly it was damaged.

"Whatever it is you're trying to accomplish, Doom, I will stop it."

"Just like you stopped the Synthoid's death? I think not," The monarch turned towards the computer screen in a sweeping gesture, "I've already obtained the information I need. You will not be able to prevent me from leaving. My force field still works, as does my jet pack."

At that moment, a slight shudder passed through the room and the lights went out, along with the computer displays, "Ah, perfect. Magneto has destroyed the primary generators. You have lost."

"Surely you realize that these bases have triplicate backup systems. Power will be restored within a few seconds." Reed was thinking fast, trying to figure out if Doom was telling the truth about the field. He wasn't going to move in until he was sure. The fact that Doom was talking instead of shooting was a good bet that his blasters were damaged. As long as the villain didn't try to leave, he might as well try to get information.

Doom shook his head sadly, "Again and again you disappoint me, Richards. If you hadn't been wasting so much time debating and tending to your fallen comrades, you would have been able to do the calculations."

"What calculations?" Already some of the equipment was booting back up. The glow from the screens made Doom an eerie shadow against a blue background. "What are you talking about? And why are you trying to triangulate the activities of Galactus?"

Doom looked back at him in surprise, but quickly recovered, nodding in approval, "Very good, Richards. I am glad you are still able to deduce some of what is happening here. Galactus is not your concern, for you probably won't be getting out of here alive."

"You've tried to kill me before and failed."

Doom sighed, "You still don't understand, do you? I would not sully my hands by killing you personally. I have an entire army for that now. I wish to destroy you and your pitiful little band by out-thinking you. This is nothing but a chess game, Reed, and I am always two moves ahead of you."

He turned again, gesturing toward the display screens, "The backup systems only operate at 90 efficiency of the main generators. An exceptional output for auxiliary power to be sure, but in this case it simply isn't enough. Had you done the calculations instead of wasting time mourning a corpse, you would have realized that the storm outside in too powerful for them. The primary systems could barely brace the walls against the force of the winds. The stasis fields were straining to their optimum. I wouldn't be surprised if there were isolated collapses or perhaps more subtle signs of stress. Now, with the ten percent drop in power, they simply will not hold."

Doom locked eyes with his arch-enemy.

"The storm will tear this base apart within minutes."

**-----**

Steve Rogers scanned the battle field, desperately seeking some way to turn the tide. They had been winning. The ambush was carried out flawlessly, and together they had managed to put Loki's group on the ropes. But then Thor had to go and break ranks, pulling the John Wayne heroics, and leaving himself open to one of the Enchantress's spells. That was all Loki needed to rally his troops and regain the initiative.

_Without Thor, they're just too much for us what with Ultron, Juggernaut, Goliath, and that new woman. . .Titania. Where did she and that other one--Volcana--come from?_ He put up his shield to deflect a bolt from the Enchantress and looked for Captain Marvel. This battle has become a senseless melee. Without some kind of strategy, the side with the most raw power is going to win. _Unfortunately, that's not us._

He caught sight of her, continuing to bombard the Juggernaut to no avail, but effectively blinding him so that he couldn't really go after anyone else. "Monica!" He shouted over the din, "We've got to get out of here! Tell everyone to fall back!"

Acting at the speed of light, the young woman zig-zagged through the huge chamber, passing his message on. Within a few seconds, his team was beginning to move towards his position, bringing their wounded along. He moved forward, directing the group towards the door behind him at the other end of the chamber. The Human Torch raised a giant wall of flame to cover their retreat, but a few of the enemy managed to fly over it.

"Hawkeye! We need some cover!"

The archer spun around, tilted his bow upwards, and fired a volley at Ultron, the Adaptoid, and Loki. He scored three direct hits, but the explosive arrowheads were only able to knock the Asgardian back into the fire wall. Wonderman prevented Ultron from strafing their position by activating his jet pack and flying into the robot, sending both of them crashing through the ceiling. No one was able to react in time to stop the Adaptoid, who had mimicked several of his teammate's powers, including Ultron's adamantium armor. The impervious metal had allowed the artificial being to shrug off the explosive arrow and fly straight at Hawkeye.

"Clint! Move it!" Steve threw his shield at the Adaptoid, only to have it bounce off the robot ineffectively.

The archer was in the process of drawing another arrow when the robot collided with him, knocking the Avenger off his feet. Before Hawkeye could recover, the Adaptoid hauled him up roughly by his tunic and blew his head off with a point-blank energy blast.

"Clint!" Shock and horror flashed through him, as Clint's headless body twitched crazily in the Adaptoid's grasp. A few seconds later, the robot dropped the corpse like so much garbage.

_My God! Clint's dead! _Steve Rogers struggled to remain calm, but found it nearly impossible. He and Clint had known each other for years and now suddenly, Clint was gone.

_What am I going to tell Bobbi? _Somehow he retrieved his shield and found himself attacking the robot with a vengeance. "You murdering, soulless bastard!"

The Adaptoid avoided his strike using the athletic grace of the Taskmaster and proceeded to shoot at him with Volcana's plasma bolts. Steve was forced to back off, automatically absorbing the impact of the blasts with his shield.

"At last, I will be able to finish the task for which I was created," the Adaptoid's hollow mechanical voice stated matter-of-factly, advancing steadily while firing, "I shall take great pleasure from your death."

"Not today, asshole!"

The Black Knight leaped in front of the Adaptoid, deftly deflecting the robot's blasts harmlessly to the sides. The Avenger then struck quickly with the Ebony Blade, leaving a trail of sparks across the Adaptoid's chest.

But the sword left no mark.

"Fool! You cannot harm me! My skin is covered in Adamantium."

The knight struck again to no avail, twisting to avoid a counter punch.

"Dane, back off! Get the others out of here!" Steve shouted, moving up into the fray, "This is my fight!"

The Adaptoid stretched an arm out to shoot at Steve again, and the Knight saw his opening. He lunged toward the robot and brought his sword down with all of his strength. The Ebony Blade arced through the air, bit into the shoulder, and cleaved the arm off at the socket.

The Adaptoid roared in pain, clutching the exposed circuitry.

"Your skin may be Adamantium, but your joints sure as hell aren't."

The Adaptoid looked at him, body convulsing as it struggled to contain its energies. Its features shimmered and metamorphosed through the various personas it had borrowed. The shock of losing an appendage was too much for its systems, and they were shutting down in order to make repairs. The Adaptoid sunk to its knees, its body assuming a clean slate form which was completely featureless.

"This is for Clint, robot."

The mystical metal of the Ebony Blade cut through the Adaptoid easily now that the Adamantium was lost, and the robot's head tumbled to the floor. The robot's decapitated body slumped next to it.

Steve was about to pick up Clint's body when Wonder Man came crashing to the floor between them and the fire wall. He looked up in time to see Ultron hovering in mid-air, blasting away with his energy beams. Black Knight deflected the one aimed at them, but others hit the retreating group of heroes, who were now some distance away, almost to the door. He saw Hank Pym take a hit and go down. She-Hulk quickly picked him up and slung him over her shoulder.

At the same time, the Torch's fire wall simply disappeared, probably due to Asgardian magic, and a hoard of villains were rushing at them.

He felt a hand on his shoulder.

"Come on, Cap! We've got to get out of here!" Dane pulled him away from Hawkeye's body, watching the villains quickly close the gap.

"We can't leave Simon!" Already Wonder Man had been overtaken by the villain's charge. Steve caught a glimpse of the Avenger fighting with the Absorbing Man, before he had to duck behind his shield to avoid getting hit by an energy beam from Scorpion's tail.

"Cap! We have to retreat. Going back for Simon will only get us killed. Now, come on!"

"Sorry, Dane, I can't do that. Go. Tell Jan to lead the group to safety."

"But--!"

"That's an order, mister! Get them out of here!"

Upset, but having had too much battlefield experience to argue, the Black Knight left, leaving his leader alone in the center of the room. From the other end of the chamber, the Torch was lobbing fire balls to provide cover. Steve backed away, blocking any energy blasts aimed in his direction, until he was sure Dane would make it. In a few seconds, he would take back the offensive, determined to make a path to Simon.

At that moment, all hell broke loose.

An unearthly screech filled the chamber, startling everyone momentarily. The metallic walls surrounding them cried out as they were twisted and bent by some tremendous outside force. It was like the entire room was an aluminum can, carelessly being crushed by some gigantic child. A heartbeat later, the chamber cracked open explosively and the ceiling came crashing down in several large fragments, separating Steve from the enemy army. He instinctively dove backward as more of the ceiling collapsed followed instantly by a driving wind and rain which hit him like a thousand tiny punches. He struggled to get his shield up over his face, hoping that his chain mail would protect the rest of him.

A huge boom rocked the ruined remains of the chamber, knocking him off his feet. One of the walls buckled and burst open. The storm eagerly invaded from this new aperture and picked him up like a rag doll. Spinning uncontrollably through the air, Steve wondered if he would live long enough to be impaled on something or if he would simply be battered to death.

_I'm sorry, Simon. _

Barely completing this thought, he slammed roughly into something hard and unyielding and passed out.

_------------------------------------------------------------------------------------_

Just a quick note about Iron Man and Magneto. I know everything about old Shellhead. He's my favorite hero, obviously. It's been clearly stated in several comic books (West Coast Avengers during John Byrne's Dark Scarlet Witch run being one example) that Stark has built in special defenses against Magneto's power. Something about negating polarity so old Mags can't affect him directly (hey, what do you want, it's Marvel Universe science). So he couldn't just crush him like a bug. That doesn't mean Iron Man can easily beat the Master of Magnetism, just that it would be a fairer fight than some of you think. Anyway, that's for the reviews and keep 'em coming please.

Roster and Background for this story can be found on my Profile.

Next time: Herobase is lost. Can the heroes escape before it all comes crashing down?


	14. The Storm Breaks

"Let's get the hell out of here! I'll cover you!"

Cyclops opened his visor and swept his beam across the front of the newly opened cells. He managed to nail Thunderball, Bulldozer and the Hobgoblin, but the others were too fast. Kang dove forward into cover, while Bullseye vaulted over the optic blast, landing left of the X-man.

The kick was well-placed, straight to his groin. As his testicles smashed flat against his pelvis, Scott gasped in agony and dropped to his knees. Bulls-eye grabbed him by the hair, "Nighty-night, sucker."

BAMF!

Nightcrawler appeared directly above Bullseye and the ebony mutant immediately dropped onto his opponent, "Hang on to your lunch!"

An instant later, the two reappeared across the room, only to disappear again. And so it went for the next ten seconds, until the pair teleported back into the middle of the chamber. Bullseye looked nauseated and promptly threw up. A solid blow to the head put him down in the middle of his own vomit.

In the heat of the battle, no one noticed the quick flicker of the lights as the main power went out, but was instantly replaced by the prison area's backup generators.

By now Jean was next to Cyclops helping him to his feet, while Storm had managed to use her control of wind to give Colossus just enough leverage to throw Rhino back into his allies. Jean took advantage of that distraction to contact Shadowcat, who stood in a daze near the fallen bodies of Beast and Rouge. _Kitty! Snap out of it!_

"What?" The girl turned to look at her, eyes still glazed.

Seeing the villains recovering, Jean took matters into her own hands, _SNAP OUT OF IT!_

Kitty winced, covering her head with her hands.

Suddenly, she couldn't remember what she had felt so terrible about, "Okay! Okay! You don't have to shout!"

_We're leaving! Phase Beast and Rouge and put some distance between them and this room._

Shadowcat nodded and bent over her two unconscious teammates.

"Where do you think you're going, girl?" Piledriver dove at her, passing right through her form, "What the hell?" He turned in time to see Shadowcat sink into the floor, taking both of the fallen X-men with her.

"You tried to hurt Kitty."

Something unbelievably strong grabbed Piledriver by the shoulder. The member of the Wrecking Crew looked back, trying to pry whatever it was off of him. Colossus lifted the smaller man off the ground and smashed him viciously into a wall. Still holding on to the stunned villain, the mutant grabbed him by the chest and threw him across the room and through one of its walls.

"Mien Gott, Peter!" Nightcrawler stated, "You could have killed him!"

"Only if I was lucky."

Kurt was about to respond when Jean leveled them with another telepathic barrage of orders.

_KURT! TELEPORT SCOTT TO THE INFIRMARY AND THEN COME BACK FOR KITTY AND THE WOUNDED! STORM! GIVE US EVERYTHING YOU'VE GOT! PETER, TAKE DOWN THE LEFT WALL, I'LL GET THE RIGHT!_

As the X-men hastened to comply with the various commands, the Wrecker burst free from his makeshift prison as Jean shifted her attention from the debris to the left wall. His order was simply stated.

"Kill 'em! Kill 'em all!"

Rhino rushed forward, followed by Bulldozer and Thunderball, but they were not prepared for the sudden frost which appeared beneath their feet. The latter two fell backward, while the Rhino slid forward, arms flailing wildly to maintain his balance. The effort was in vain, as the massive villain's momentum carried him into a devastating right hook from Colossus. The Rhino flew back into the Wrecker, disrupting his leader's attempt to advance as Nightcrawler disappeared with Cyclops.

Storm concentrated. Her abilities were somewhat limited indoors, but surely she could do more than a simply coating of frost! _I must bring everything I have into this manifestation_.

As her mind focused the necessary energies, she suddenly realized that the tempest outside had somehow been loosed upon the base. Throughout the vast reaches of the fortress, the storm was destroying the outer layers of defense and penetrating the interior. This would soon become a major problem, but she saw the opportunity it presented.

_Jean, _she reached out with her mind, _forget about the walls. Focus on protecting Peter and yourself!_

Before the telepath could question her teammate, a huge gust of wind buffeted the chamber. Jean Grey raised a force field around herself and Colossus a few seconds before the gust slammed both of them into the wall. As she steadied herself, she watched their opponents get lifted into the air and thrown viciously about the room.

An instant later, rain exploded out of the exit behind them. The torrent flooded the room, reducing visibility with its sheer volume. Jean could sense its impact on her field and judged that more than a few seconds exposure would be lethal. She glanced up at Storm, the only person standing her ground in the room. The young black woman's face was straining.

_Ororo? How did you manage to-- _

_This is not my creation, Jean. The storm outside has somehow breached our defenses! I am merely shaping some of it to my needs._

_Can you maintain control?_

_Not for much longer. This storm is more powerful than anything I've ever attempted before!_

_Okay, I've just sensed Kurt coming back to get Kitty. She's three levels below so she should be all right. Let's go!_

Jean reeled Colossus in with her mind until the two of them were right next to each other. She let him reach the wall next to her and opened the field so he could create an alternate exit. Storm moved over and Jean willed the field to envelope her as well.

Storm looked at the opposite side of the chamber as Colossus tore open a man-sized hole in the metallic material. She expected to see their foes scattered about the room, struggling to breathe much less move.

Instead, she saw them standing together watching angrily. The Wrecker was gesturing wildly at someone floating behind him and pointing in their direction. She looked at the floating figure and gasped.

"Jean!" She cried, forgetting telepathic protocol, "We have to get out of here! Magneto is over there!"

Jean reinforced her field at this warning, but she could barely maintain it as chunks of machinery and cell door were thrown at her.

"Jean, come on!" Colossus called from the other side of the hole.

Jean Grey mentally pushed them through the hole, as Storm released her hold on the storm, hoping it would intensify on its own. The next room was clear but dark. "What happened to the power?"

"Ask questions later, Jean," Colossus hastily yanked his opening in the wall closed, "Let's get back to the Professor."

"I agree," Storm stated, taking off towards another exit. Jean Grey lifted Colossus, who transformed into his lighter human form, and quickly put some distance between them and their enemy.

-----

"Come on, let's go after them!"

"No."

"What do ya mean 'No'! There's only three of them! Let's go!" The Wrecker strode towards the opening in the wall, the slackening storm merely an irritation now that it was no longer under the control of the mutant.

"I said 'NO!'" Magneto gestured, and brought down the half of the chambers weakened ceiling right in front of the leader of the Wrecking Crew, "We've accomplished our primary mission here. It's time to make for the ship." The Master of Magnetism stared down the Wrecker, inviting him to challenge his authority.

Contrary to popular belief, the Wrecker wasn't that stupid.

"Okay, Magneto. We play it your way." _For now_.

"Excellent. Gather our fallen comrades while I contact the main force." Magneto sent his mind out, using his limited telepathy to contact the Enchantress. _We're finished here, are you ready to move out?_

_The heroes have disengaged us. We have a prisoner and quite a few wounded, but I'm ready to gate us to the shuttle bay. _

_Prisoner? That's not part of the plan._

_I'm changing the plan._

_You can take it up with Doom when we return, then. Get to the bay, and then send Loki to pick us up. This place is about to come apart ._

_Don't worry about us, mutant. Just be ready to protect our ship from this storm._

Magneto broke contact as the Wrecker told him they were ready, "All right, let's go." With a thought, he lifted himself and the others, and they traveled rapidly down the hallway towards the distant shuttle bay. It took him more effort than he was used to. Doom's predictions about the storm weakening had better turn out correct_. I'm not certain I'll be able to protect us for the entire journey. That battle with Iron Man took a lot out of me. At least I managed to kill him. One less to worry about._

-----

"I still don't see why I have to carry him."

"Because you still have super-human strength. My armor is toast! At least until I get a chance to run a full systems diagnostic and make some repairs, anyway," Iron Man stopped and leaned heavily against the wall. He wasn't used to walking with so much dead weight on him, and his side was still hurting.

"Yeah, but you don't have a huge hole in your chest," The Hulk dumped the Abomination unceremoniously on the floor and sat down to rest. His wound was covered with a makeshift bandage, soaked in green blood. The behemoth grimaced in disgust and pain as he peeled off the piece of material and tore another hunk from his pants. He gingerly applied it to the wound. "Sooner or later this bastard is going to clot."

"I'm surprised you can even walk," Iron Man said, sliding wearily down the wall into a crouched position, "That's a fatal wound where I come from, my friend."

"Yeah, well, this hide isn't pretty to look at, but it can take a licking and keep on ticking." The Hulk glanced at his companion, again noticing the caked blood on the Avenger's lower torso, "How are you holding up?"

"What? This thing?" Iron Man put his hand to his side, touching it delicately. A gentle poke sent fire screaming throughout his upper body, "Ugh. I think I'll be okay once we get to an infirmary."

"Assuming there's an infirmary to get to."

"You always such an optimist, Hulk?"

"I'm a realist. Look at my history and you'll understand why."

"Well, Cap will have come up with something to stop them. We've been in tight spots before, and he's always managed to pull us through."

"Man, you really have faith in him, don't you?"

"Don't you?"

The Hulk was quiet for a moment or two. "Yeah, I guess I do. I just wish he wasn't so damn bossy all the time."

Iron Man laughed, "You're not the only one."

At that moment a flash of light appeared before them and shimmered into the form of Captain Marvel. "I've finally found you!"

Iron Man struggled to his feet, "What's the situation, Captain?"

"Terrible! Hawkeye is dead, Thor is missing, Wonder Man's been captured, and the storm is breaching the base everywhere! The X-men are incommunicado, and Cap's unconscious. The Thing was barely able to grab him before the storm carried him outside."

"Jesus. . . Clint! I can't believe--"

"Now's not the time, Iron Man," Hulk got up, slinging the Abomination over his shoulder, "Who's in charge of the main force?"

"Wasp is, but she doesn't know if we should prepare to evacuate."

Hulk turned to the armored Avenger, "Well?"

Iron Man snapped out of his shock, only too happy to have something else to think about besides his friend's death. "Reed and I calculated that the fortress wouldn't be able to withstand the storm without the shields. I guess that's why everything is coming apart. We've got to get out of here. Tell Jan to head towards the vehicle port on level two. You know, the big one. Our ticket out of here is located there."

Captain Marvel nodded and began to shimmer out.

"And check the infirmary. We can't forget Wolverine."

The female Avenger disappeared.

The two heroes continued their march down the hallway. The vehicle port in question was a good quarter mile away and one level up. They had to hope the base would stay in one piece long enough for them to get there.

_------------------------------------------------------------------------------------_

Although this story doesn't seem to have as many readers as my other works, the reviews are much more insightful. Thanks and keep 'em coming.

Roster and Background for this story can be found on my Profile.

Next time: It's a race against time as both armies evacuate before the storm destroys Herobase and everything in it. And, oh yeah, Thor's back and he's pissed.


	15. Escape

The ice wall cracked, groaned, and finally came tumbling down.

"Thank you, Peter," Xavier stated absently as he directed his hover chair past Colossus and the scattered remains of the barrier. He stopped near Cyclops, who was kneeling on the floor and cradling the remains of Robert Drake. Tears were streaming from the bottom of the mutant's visor and his eyes blazed with a crimson fury.

"They killed Warren, too, Professor," Scott Summers whispered, his voice choked with anguish, "H-He died right in front of me. It's all my fault."

"Scott, you cannot blame yourself," Xavier extended a hand to the younger mutant's shoulder, "I'm sure you did everything you could."

"I should have been able to do something to stop it! I should've realized Electro was faking! Somehow I--"

"Scott," Jean interjected, "If it's anyone's fault, it's mine. I'm the telepath. I should have sensed Electro's intent, but I wasn't paying attention." While she spoke, her mind reached out and disconnected Wolverine's medical tube from its moorings. She telekinetically pulled the cylinder out and carefully held it in place until Colossus had it firmly in his grasp, "There's no way you could have known."

"I was in command, Jean!" Cyclops retorted, "I was in command and I let him down. And now he's dead!" Scott looked back down at the mutilated form of Ice Man, "And so is Bobby. My God, how could things have gone so wrong? We haven't lost anyone since Thunderbird and now . . . this! Why? It's all so . . . pointless! So . . . hopeless . . ."

Xavier frowned. Scott was always one of his most reliable students. If he cracked, his X-men's morale may never recover. As much empathy as he felt for his oldest pupil, and as much as Scott's feelings about Warren mirrored his own thoughts of failure with regard to Robert, he had to take action and get his team to the safety of the vehicle port Captain Marvel had mentioned moments ago.

"All right, Scott, that's enough."

The sharp tone brought the X-man out of his despondency long enough to look at his mentor.

"In case you've forgotten, there are still ten of us among the living. Now, I'd suggest that you help coordinate our retreat to the vehicle port on level two before this entire installation comes crashing down around us. Unless you think you can no longer handle command, in which case I'll put Storm in charge of the team."

Xavier felt the shock and resentment on Scott's face like a blow to the gut, but he was grimly pleased to see that same face harden into an icy resolve a few seconds later, "Yes sir."

Cyclops gently laid Ice Man's head back on the floor and stood up, "Rogue, do you feel well enough to carry Beast to level two?"

"Ah'm still a bit woozy, but Ah don't think Ah'll have much trouble."

"Good. You do that while Colossus carries the tube. Jean, I want you to be on the lookout for falling debris and be ready to put up a deflective force field. Concentrate on the area near Logan. We don't want that cylinder to break, especially with him on the mend."

A tremor shook the room, causing some of the smaller medical gear to topple from their shelves and crash to the floor. Kitty Pryde looked around wildly, "Let's get out of here!"

Cyclops continued even as he began to pick up Drake's remains, "Storm, fly on ahead a bit and see if you can minimize storm activity on our route. Kurt, go with her. Try to teleport any minor rubble out of out the path. I'd like to avoid disturbing Logan as much as possible. Kitty, stay near the Professor and help him along. I'll go first and use my optic blast to clear out anything Kurt misses."

"Here, I'll carry him, Scott."

Cyclops looked at his lover. "Are you sure, Jean? I can handle--"

"Please, Scott. Let me take him."

Wordlessly, Cyclops released his grip on his dead friend and watched the body float over to Jean Grey. Watching the limp body just hang there in the air was almost too much to bear, and he quickly turned away. _I hope to God you survive this storm Sabretooth. That way I can kill you myself. . ._

He let that dark thought simmer inside of him as Storm and Nightcrawler left the chamber and the remaining X-men gathered near the exit. Another tremor, a bit larger this time, wracked the ruined infirmary.

"Okay people, let's get out of here."

_How could I have been so stupid?_

Reed Richards arced his body in an exaggerated "U" as he avoided yet another one of Doom's blasts. Not only did he overlook the potential backup system failure which was destroying Herobase, he had allowed Doom enough time to get his offensive systems back on-line. Now he had virtually no chance to take Doom down.

"I'd think about retreating, Richards," Doom said casually as he continued his deadly barrage, "Every moment you waste here only increases the likelihood you will die along with your friends. There are so many ways to perish from such a potent storm, not to mention all the possibilities from falling debris and malfunctioning equipment."

"I don't think so, Doom," Reed shouted, as he stretched himself behind the cover of a bank of computers, "You have to escape as well, and that's not going to happen as long as you're trying to kill me!"

"Fool! Do you really think I don't have an escape route?"

"What I think is that you were planning on using Molecule Man to get away. Too bad he's been rendered unconscious." Reed glanced at the prone form of Owen Reece. The small man still showed no signs of movement.

"That can be easily rectified!"

Doom charged forward, firing carefully to keep his opponent pinned down. Before Reed could counterattack, he had reached the Molecule Man and bent to awaken his ally.

As he reached forward, a sudden surge cut through his armor. Nearly every system overloaded, deactivating all of the newly recovered programs and totally destroying those which had already been damaged by the Vision's attack. "What is happening?"

A bright form shimmered in front of the smoking, armored man.

"Shorting out battle armor is a hobby of mine, Doom," Captain Marvel stated smugly, "Would you care to surrender now, or do I have to knock you out first? It doesn't matter to me."

"Careful, Marvel, you don't want to underestimate him!" Reed warned, coming out from behind burned computer bank.

"Okay."

A blast of energy shot out from her holographic image and hit Doom dead center, sending him crashing against a wall.

"He can't do much if he's not awake."

Captain Marvel assumed human form, "Listen Reed, this whole place is coming down. Iron Man told us to get to the vehicle port on level two."

"That makes sense, considering what we found stored there."

"Listen, where's the Vision? We've got to leave before--"

"WOMAN!"

They both turned towards that bellowing sound.

Doom struggled to his feet, hands glowing with a black, pulsating light, "You will pay for your rash actions against my person. None may manhandle Victor von Doom with impunity!"

Captain Marvel shimmered back into hologram form.

"Give it up Doom, you can't hurt me."

"That miscalculation will cost you your life," The black light intensified and shot forward, striking the glowing woman.

The young Avenger screamed in agony. The black light spread across her body, seemingly devouring the very energy she consisted of. Before she could be completely consumed, Captain Marvel passed out. Her human body collapsed on the floor, untouched.

"My God, Doom, what did you do to her!" Reed quickly scooped her up in his arms, ready to evade another attack.

Doom walked forward confidently, "While you confined your study to mere science, I explored the so-called forbidden areas of knowledge. Magic can prove useful when conventional means are inadequate."

Doom stopped and stared at his oldest enemy, "Now leave this place, Reed Richards. You cannot stop me without fear of letting the young woman die. You have lost this round, but perhaps we will meet yet again before the final curtain is drawn."

"Count on it."

Then, swallowing his anger, Reed secured one arm around the fallen Avenger, kept an eye on his mortal enemy, and began the long climb down the crude shaft to level two.

Doom waited until his hated rival was out of sight before he fell to his knees. The damage he had sustained in addition to the summoning of such a great amount of mystical power had left him with barely enough willpower to stand. But that did not matter now.

His bluff had been successful.

Once again, he reached out towards Molecule Man.

"Awaken, Owen Reece. It is time for us to take our leave."

"Can't you move any faster, fools?"

"Let's see how fast you'd move if you had to walk, Loki!"

The Asgardian's eyes flashed with anger, "You dare to speak in such a tone with a god, mortal? This impudence must be punished!"

The Juggernaut stared hard at the floating immortal, "Anytime you want to give it a try, Loki. I eat 'gods' like you for lunch."

_CEASE YOUR MINDLESS BICKERING!_ The telepathic shout from the Enchantress rebounded harshly within the assembled group of villains' minds. Finish boarding the shuttle; this structure is about to collapse in on itself_. Loki, teleport yourself to Magneto's group and gate them here._

Loki looked at the Enchantress. Biting back a vicious retort, he simply gestured and disappeared. A moment later a large glowing doorway appeared and the rest of the villains walked through it, lead by Magneto.

The Master of Magnetism boarded the ship, "Dr. Octopus, I need a few minutes to gather my will and erect a sufficient force field for the ship. Keep this vessel in one piece until then."

The shuttle bay, like the rest of Herobase, was immense. It could easily hold 20 more of the type of ship that now occupied the chamber. Whether an entire fleet had been stationed here and whatever may have happened to them was anyone's guess. Perhaps the Beyonder realized that a great number of ships were simply unnecessary for his experiment. Or perhaps, this was the normal bay for a much larger ship.

In any case, the group of villains and their mind-controlled captive did not take much time to reflect on the huge chamber, as they could plainly see the outer walls cracking and feel the slowly increasing rumble of the storm beneath their feet. As they filed on board some kind of flying vehicle the size of a small passenger plane, they merely hoped that Dr. Octopus' boast of being able to operate almost any machine was true. Few of them felt they could survive the awesome tempest outside.

Suddenly there was a loud crack and a section of the wall broke free. The rain and the wind exploded into the chamber, causing the very air to scream and the vessel to lurch several feet, knocking many of its occupants out of their seats.

"Close that hatch!" Magneto roared.

The ship lurched again violently and almost crashed into another column, when a shout of relief came from the cockpit.

"I've got it! I can stabilize it now, but we're going to need that force field, Magneto!" Dr. Octopus called back, "This ship won't handle the strain!"

The Master of Magnetism took a deep breath and gathered his will. "I suggest you all secure yourselves as best you can. I will absorb as much of the storm's force as possible, but some of it may still get through."

Suddenly the vessel was jolted and nearly flipped over.

"I certainly hope you can protect us better than that, mutant!" Loki shouted and he stumbled back to his feet, along with everyone else.

"That wasn't the storm," White Queen muttered groggily, still recovering from the battle, "His rage is almost unbelievable!"

"What are you babbling about?" Loki snapped, "Whose rage!"

"Take a look out a window!" Dr. Octopus shouted from the cockpit, "I don't think we're going anywhere!"

The Enchantress crawled over to a window and peered into the chaos outside. What she saw confirmed her worst fear.

"It's Thor!"

_------------------------------------------------------------------------------------_

Happy New Year and thanks for the in-depth reviews everyone.

Roster and Background for this story can be found on my Profile.

Next time: Thor vs. Juggernaut. 'Nuff said!


	16. Clash of the Titans

The son of Odin was not in a good mood.

When he had summoned the might of Asgard, he had hoped to end the battle quickly and vanquish the villains in one fell swoop. However, either his evil half-brother or the Enchantress had taken advantage of his need for total focus on the mystical energies he was commanding and had teleported him far from the battle.

He had been tossed into the middle of the storm and its sheer power had temporarily stunned him. However, he was the God of Thunder, and as such no tempest, no matter how strong, could truly conquer him. He had exerted control over the hurricane in his area and soon had regained his bearings. By the time he had flown back to Herobase, it was already collapsing. His friends and allies may have been killed either by this incredible force of nature or by the evil warriors he spied attempting to leave in the ship now facing of him.

He hefted his uru hammer and prepared to throw it at the alien craft again, "Ho! Cowardly villains! Come out and face the might of Thor! Show thyselves or, by Odin, I shall destroy yon ship with thou still in it!"

"Oh, stuff it, blondie!" A huge man in brown armor stepped out of the villains' ship and walked purposely towards the immortal, ignoring the tearing winds and flying debris, "I ain't no coward, and your might means nothing to someone unstoppable and indestructible."

Thor sized up his foe, twirling Mjolnir in a tight circle, "Juggernaut! Thou shall be the first to fall!"

"I don't think so, Thor. I'm betting that dimensional trick you pulled on me the last time we met won't work here. And we both know that's the only way you can stop me!" With that, Cain Marko charged.

Thor waited until the Juggernaut was almost on top of him before he released his weapon. Mjolnir hit his enemy full in the chest with a resounding CLANG! heard over the howl of the storm. The Juggernaut was slammed backward into one of the support columns, nearly knocking it over. The hammer returned to his hand and the Thunder God took a step closer.

"Heh. . ."

Marko clambered back to his feet, grinning. "Not bad. I almost felt that one. Let's see how well you do!" As easily as a normal person would tear through a sheet of paper, the massive armored man tore out the entire support column and wielded it like a huge club.

Dr. Octopus jerked the controls wildly as a large section of ceiling, no longer supported, just missed the ship. He cursed and wiped some sweat from his brow as his metal arms manipulated the many complex controls. "That idiot is going to destroy us all!" He turned back to the cabin, "We have to leave before the storm finishes destroying this place, but there's no way I can pilot out of here with the Juggernaut and Thor trashing everything that remains in one piece!"

"Leave that to me, mortal!" Enchantress stated, concentrating on the Juggernaut, _Juggernaut! You must get Thor out of the way! Then you can take as much time as you want to destroy him!_

_Huh,_ Marko thought back, _Don't worry, wimps. Old Juggernaut will take care of big, bad Thor. Just be sure to send someone to pick me up after the storm breaks. I don't plan on hoofing it all the way back to Doombase!_

With that, the Juggernaut tossed aside the column and leaped right at Thor, blocking a hammer strike with one massive arm and charging straight into the Asgardian. Marko continued on unabated, carrying him and the Thunder God through the exterior wall and into the tempest beyond.

Dr. Octopus saw his chance and guided the ship out of one of the many large holes in the chamber, "Better tighten up, Magneto, because here we go!"

The ship rocked and dropped suddenly as the storm surrounded and played with the craft like a cat with a terrified mouse, but Magneto closed his eyes and concentrated. Slowly, the vessel leveled out and the turbulence, while hardly comfortable, ceased to be life-threatening.

"Make haste, Doctor," Magneto stated tightly.

"Don't worry, Magneto," Dr. Octopus assured him, "I've plotted a course to the nearest edge." Then to the others, "Take a last look, my friends. Herobase is about to be destroyed completely!"

"Blast it! Where the hell is everybody?"

Iron Man tore his eyes away from the exterior monitors and continued to initiate the vehicle's many systems. He and Reed had looked the All-Terrain Vehicle over the day before and had christened it the "Sand Crawler" due to its similarity to the Jawas' transport in Star Wars . It was huge and tank-like, with massive treads that looked capable of handling almost any kind of ground. In addition, it had plenty of space inside for everyone and several specialized chambers, including an infirmary. Apparently, the Sand Crawler had been a mobile headquarters of some sort.

_Well, I don't know if the Beyonder foresaw that we would need this thing, but we're going to take advantage of it--_

A huge rumble shook the ATV. Warning alarms blared. Tony shut them off irritably. _That is, if we can get it out of here in one piece._

"Tony?"

Iron Man jumped at the sound of a voice by his ear, sending a jolt of pain through his wounded side. "Sorry, Jan, " he said, recovering and continuing his work, "I've got a lot on my plate here. Any word?"

Janet Van Dyne landed on the Golden Avenger's shoulder and sat down wearily, "The X-men just arrived. Most of them made it."

"Most of them?"

The Wasp sighed, "They lost Archangel and Ice Man."

"And the prisoners?"

"Escaped, although Titanium Man and Electro died in the ensuing battle. They did manage to retrieve Wolverine from the medical bay, however, in case you wanted to hear some good news for a change."

"God," Tony Stark desperately wanted to wipe the sweat from his brow. With most of the systems in his armor currently down, the helmet was more of hindrance than a help. "Another four dead. This is really turning into a war, isn't it, Jan? What about Reed, Vision, and Captain Marvel?"

"No sign of any of them."

"Damn. At least Marvel should have reported in by now."

"How much longer can we wait for them?"

Tony scanned the control panel in front of him, "About five minutes or this thing will become our coffin instead of our savior. Listen, go back there and find Jean Grey. If Thor is still alive, we'll need her to locate him and direct him back to us. Even if we do manage to get outside, that storm will toss us around like a tinker toy unless he can mute it somehow. My armor is down and I don't think anyone else can generate a sufficient force field to protect us. Susan Richards would have come in handy now!"

"Okay, but what about Reed and the rest?"

In the distance something large came crashing down, sending a vibration throughout the entire Sand Crawler.

"I'll wait as long as I can, but we're running out of time!"

Tony slumped into the command chair as the Wasp flew out of the control center and wearily removed his helmet. His side was still killing him, but he couldn't worry about that now. As the cool air of the room caressed his face, the Avenger wiped his brow, noting absently that his hand came away with a mixture of sweat and blood. Closing his eyes, he allowed himself the luxury of a few seconds rest.

_Come on, Reed. I don't want to be the only one with the answers._

"Are you feeling better, Captain?"

Monica stirred gently within the confines of the cocoon he had made with his arm and opened her eyes slowly. She stared as her surroundings passed by haphazardly. First she saw a hallway, then the floor, then it appeared as thought they were falling, then she was upside down. Being a passenger of Mr. Fantastic while he was stretching as fast as he could was a unique experience to say the least.

"W-what . . . happened to me?" she managed to say. It was so hard to think; her whole body felt as though it was asleep.

Reed Richards continued his breakneck speed, neatly curving his body to avoid falling debris, while trying not to jostle his wounded ally too much. He figured they had less than five minutes to reach the ATV before everything came crashing down. "It's a little hard to explain right now, Captain. Let's just say that Dr. Doom sucker-punched you with some sort of mystical energy that apparently you have no defense against in your energy form. It's actually quite intriguing, since your spectrum--WHOOPS!"

A huge section of ceiling had came down in front of them, catching Reed in mid-stride. Almost without thought, the leader of the Fantastic Four dove forward, converted his body into a ball-like shape with Captain Marvel nestled inside, and ricocheted like a pinball through the debris, popping through the obstruction just before they would have been completely cut off.

Reed resumed human form and continued on his way.

"N-never mind," Captain Marvel said, recovering from the sudden transformation, "I've decided I don't want to know."

The two heroes continued down the hall, desperately hoping they would reach the vehicle which was their salvation in time.

Neither of them noticed the sleek, feral form efficiently tracking them from behind. Eyes filled with rage and bloodlust followed after the ever-changing shape of Mister Fantastic. In truth, these two were nothing to this predator, save that their deaths may cause Xavier some suffering.

The cruel fangs smiled at that thought.

_Oh yes, Xavier had to suffer. Suffer like _he_ had made _him_ suffer. Suffer like no one on Earth has ever suffered before._

He would follow these two to the others and lie low for awhile, until the heroes had let down their guard just a bit. Then he would gut Xavier, gut the Runt, gut every last one of those spandex-wearing sonsabitches.

Sabretooth smiled again. He loved his work.

"COME ON!" Juggernaut bellowed, "Come on! Iszat the best you can do? I've had drinks with more punch than that!" Marko was pretty sure Thor couldn't hear him over the roar of the storm, but it felt good to shout the words anyway. Here he was, going toe-to-toe with one of the biggest guns those wusses had, and he wasn't even breaking a sweat.

He ripped up a large chunk of ground and tossed it at his opponent. His muscles easily propelled the multi-ton projectile against the 200 mile per hour winds, but Thor broke it in half with a mighty swing of his hammer. The gusts quickly drove the debris back at the villain with enough force to shatter concrete, but the smaller pieces of earth and rock merely bounced off his armor like rain off an umbrella.

Thor whirled his hammer rapidly and threw it once more at his adversary, only to have it bounce off Juggernaut again, barely forcing the villain back a step. He had to come up with another plan. His friends were undoubtedly in need of him, and this fight could go on for hours with no conclusive victor. He decided to use the storm to his advantage and began to intensify it. If he couldn't defeat the Juggernaut, perhaps he could literally blow him away. "Ho, Juggernaut! Methinks thou forget who thoust combat! I am Thor, God of Thunder! And 'tis mine birthright to command all storms!"

Thor raised his hammer high, bringing lightning to it, and slowly, but steadily, the fury of the wind, rain, and thunder began to increase.

Juggernaut had been watching the Asgardian carefully and had an idea of what the Avenger was up to. The huge man steadied himself against the wind and took a step forward. Leaning forward into the storm, he focused his will and took another step.

Thor saw his opponent advancing slowly and called upon even greater energies to direct against his foe. Surely, even the Juggernaut couldn't resist the full power of the God of Thunder, within the confines of such a storm!

Juggernaut took another step and smiled.

"You still don't get it, do ya?" he snarled.

Thor doubled his efforts. The wind screamed. The rain was now completely horizontal now, pelting the Juggernaut straight on.

"I AM UNSTOPPABLE!" He took another step.

They were now only a few strides yards apart.

Thor grasped Mjolnir with both hands, directing it straight at the Juggernaut. "I call upon Odin, the All-Father, and the entire might of the Golden Realm! Thou shall yield before me!" The hammer pulsed as lightning shot forth from it, along with the very heart of the mighty storm. Never had the Asgardian controlled such natural energies before, and even now he realized he could give little more. The hammer could contain and redirect the energies almost effortlessly, but even one such as he had limits. What worth could he be to his allies, if he spent himself completely now?

Juggernaut absorbed the full brunt of this new attack and actually stopped moving. He dug his feet deep into the earth, feeling himself begin to lose footing against the wind. But then he lifted his left leg and planted it a couple feet forward. He shifted his weight carefully and took another step. Thor's efforts were slowing him down to a crawl, and he had to advance cautiously to avoid being picked up by the now 500 mile an hour winds, but the Asgardian still hadn't stopped his advance.

Thor cursed. _By the gods, what would stop this fiend?_

Another step. Only a few more to go now.

_Thor? Thor? Can you hear me?_

"What?" Thor was distracted by the female voice in his head, and the suddenly the storm was free of the mental shackles he had placed on it. The winds and rain exploded outward in all directions.

Juggernaut saw his opening and charged at the Asgardian, leveling him with a massive right cross to the face. Thor was slammed back into the foundation of the quickly disintegrating Herobase. He staggered to his feet, wiping his mouth. His hand came away covered with blood.

_Thor? I can barely get a read on you! It's Jean Grey of the X-men!_

The Asgardian tried to respond to the telepath, but a huge figure loomed over him. He turned in time to see the Juggernaut dive on top of him, driving the two of them through the outer wall and deeper into the lower levels of the collapsing base. Before he could push himself away, the huge man managed to trap him into a bear hug.

"How ya doing, Thor? Let's see how well you fight with a couple broken ribs!" Marko squeezed.

To his credit, Thor let out no sound as one set of ribs cracked.

Instead, he grabbed the helmet of his opponent by its mouth-opening with one hand and pulled. The welds on the helmet were designed to resist the efforts of Colossus and other strong mutants, but truly only the Hulk could rival the Thunder God in raw strength, and so the bolts popped loose with such force that they shot across the room.

"What?" Marko hadn't expected that and let up slightly.

Dropping the helmet, Thor grasped his hammer with both hands, raised it behind his head, and struck straight down onto the Juggernaut's head. Cain's neck snapped forward under the blow, and his teeth smashed together, nearly cutting his tongue in half.

He roared in pain, blood pouring out of his mouth. Thor had literally found a way to use his own invulnerability against him. "I'll kill you for that, you bastard!" He screamed unintelligibly, the crimson liquid filling his mouth faster than he could spit it out, "I'LL KILL YOU!"

He squeezed harder and was rewarded with another crack.

Thor groaned and smashed Mjolnir into his enemy's face again.

The second blow didn't do any more damage, but it really didn't matter. Marko was losing blood. Hadn't he heard somewhere before that there was a major artery in the tongue? Could he bleed to death? Could he die as the Juggernaut? That thought didn't exactly thrill him. He'd better get this over with quick and try to fix himself up.

One more push and his back should go.

Cain tensed for the effort.

The telepathic blow to his brain wasn't enough to stun him, not at this distance from Xavier, but it still did the job intended. For a couple seconds the world got fuzzy as his head throbbed. His hold slackened and Thor managed to put his feet up against his armored chest and push himself free.

The Asgardian fell to the ground and struggled to his knees.

The Juggernaut had recovered from the telepathic attack and was stepping towards the immortal, when Thor let loose a lightning bolt straight to the eyes. Cain roared as he blindly lunged forward. Thor rolled towards his foe, ignoring the jabbing pain in his ribs, and successfully tripped him.

The Juggernaut fell forward and actually smashed into an interior wall. Thor saw his opening, twirled his hammer and allowed its enchantments to lift him off the floor and out into the storm.

He hated retreating. It went against every fiber in his being, but his friends needed him. With the help of Professor X, Jean Grey had managed to augment her powers, discern his situation, and lend him enough help to extradite him from the Juggernaut. But it would all be for naught if they couldn't get out of Herobase. Clutching his mid-section gingerly with one arm, Thor followed the directions of Jean Grey, intent upon summoning the last of his flagging strength for the task ahead.

He didn't hear the cries of his opponent, demanding his return, questioning his courage, and promising his demise in any number of terrible forms. Cries that were quickly muffled under one hundred thousand tons of debris and the ruined remains of the front portion of Herobase, which had finally given way under the relentless power of the storm.

_------------------------------------------------------------------------------------_

What happened to all of my wonderful reviewers? Send a poor fan fiction writer a review, okay? I know somebody's reading (or at least bringing up the chapters).

Roster and Background for this story can be found on my Profile.

Next time: How can our heroes survive the naked fury of the storm?


	17. Nature's Fury

"Oh, shit."

"You can say that again, Matchstick." Ben Grimm protectively braced himself over his younger partner, as they watched the hanger bay of Herobase come apart at the seams from one of the Crawler's reinforced port holes. "Suzie sure would have come in handy right about now."

"At least Reed made it aboard," Johnny Storm muttered, "Now we can all get entombed together. One big, happy mass grave."

_Geeze_, the older hero thought, _All of this bloodshed is starting to get to the poor kid. Sometimes I forget that despite all of our adventures, he's hasn't been exposed to true warfare like Reed and I_. "Come on, Torchie! My Aunt Petunia never let me get down in the dumps, and I'm not about to let you get away with it either. Stretcho and Iron Man have more brains than the rest of this whole menagerie put together! We didn't make it this far just to have a bunch of rocks cash us in."

Huge pieces of Herobase began to collide with the Crawler, causing the entire massive vessel to vibrate.

"I hope you're right, Ben."

_So do I, kid. So do I._

-----

"The field is holding, Iron Man. Nice job converting the ATV's back-up power generator into an electromagnetic field projector. That make-shift force screen will probably get us out of here alive. I don't think Tony Stark himself could have jury-rigged a better solution."

_You don't know the half of it_, Iron Man thought wryly as he adjusted the traction control of the Crawler to max and swerved to avoid a rather large piece of debris. The vehicle was heavily armored, but it paid for that protection with ponderous control and speed. It would still take another minute or so to escape the confines of the rapidly disappearing bay, and even then they could simply be out of the frying pan and into the fire. "What's the word on Thor, Reed?"

The leader of the Fantastic Four was examining various monitors and control panels in his own unique style; hands and torso on one side of the cockpit while his head stretched back to check out the other. "Jean Grey said he was on his way when I dropped off Captain Marvel in the medi-lab, but I didn't get an exact ETA."

_Damn_. "Well, we can't wait any longer. This place is coming down around our ears. I'm opening the door." Iron Man punched two keys and instantly two heavy missiles were launched from ports in the front of the Sand Crawler. Their payload was more than sufficient to blow open the storm ravaged outer doors and much of the wall they were connected to. "Let's hope Plan B buys us the time we need."

-----

Ororo Monroe stood silently at the top of the massive all-terrain vehicle. Iron Man's hastily constructed electromagnetic field protected her from the various falling wreckage, but she knew it would never stand up to the punishment of the tempest outside. Just as she knew she was the heroes' last chance for survival.

Her eyes flashed pure white, as they did whenever she tapped into her vast elemental power. Her costume's cape billowed around her as the weather goddess began to harness the energies of the unearthly tempest surrounding them. Long, luxurious white hair cascaded around her head as an electric charge built up, with miniature bolts of lightning arcing between her legs, arms, and shoulders. As her feet left the top of the ATV to float a few feet in the air, Ororo was but a memory.

Storm, the mutant mistress of weather, was born again.

She girded her will as the Sand Crawler left the dubious shelter of the ruined Herobase, finally exposed to the full fury of the Battleworld's chaotic atmospheric war. Storm spread her arms out in front of her, reaching into the sky as if to grasp the wind and rain itself. At the same time, she opened her mind to the tempest, attempting to seek it out, visualize its totality, encompass its essence, and finally bring it under control.

She didn't get past step one.

The storm seized the mutant, overloading the force field in the process. Drawn to her weather manipulation ability like lightning to a metal rod, the tempest utilized the very conduit she was attempting to establish to attack her.

"BY THE GODDESS!"

Lightning ripped through her body, convulsing every muscle. Blood began to flow from her ears and nose. An instant later, the full force of the wind slammed her into the top of the ATV, breaking her left leg. The wind continued to pummel her, the atmospheric pressure literally sucking the air from her lungs.

Her vision began to fade.

_I can't pass out. Too many relying on me. Too much at stake. Too--_

Another bolt of lightning hit her grounded, prostrate form. The pain was unbelievable. It felt as though every nerve was cut and seared beyond recognition. She couldn't scream. She couldn't even call out to Jean with her mind. Another bolt would kill her; she was sure of that. It would only be a matter of seconds. The sky flashed again. Electricity arced towards her.

Storm closed her eyes. _I wish I could appreciate the irony of dying within that which I have controlled all my life . . ._

The thunder roared and her nostrils took in the unique smell of ozone. Somehow, her body had not been touched by the bolt. She opened her eyes.

"Fear not, valiant one. Thor has come at last," The Thunder God gently cradled the mutant in one arm while Mjolnir drew all of the nearby lightning into it. The Asgardian then calmed the winds around them.

"T-Thor? Wh-what--" Clarity returned as the connection between her and the storm was sundered.

"Be at rest, milady, thy part is done. Let the scion of Odin take over thy burden and ease thy mind. Methinks thou--ARRRGH!" The storm suddenly increased and Thor stumbled to one knee. His injuries from the Juggernaut had almost crippled him, and now he had to contain the raging tempest. _By the All Father, I don't know if I have the strength_.

"Thor, what's the matter?" Storm was beginning to regain her composure. She reached out with her hand and brushed against Thor's face. The bruises and swelling were painfully obvious. "Thor, you're hurt!"

"'Tis nothing. Thy foe Juggernaut proved to be a worthy adversary. But enough, mine strength must be to the task, lest our worthy allies perish. Rest now, whist I . . . whist I--" A thunderclap went off like a sonic boom, its accompanying flash illuminating a grimacing continence of a man barely in control. Thor's helmet was gone, his long blond hair whipping wildly around his face. His eyes were clenched shut, and his expression did not change as he fell to both knees. Mjolnir began to waver in its owner's hand.

"Thor! Now it not the time for boasts! You are obviously gravely wounded," She gently removed herself from the Avenger's grip, noticing for the first time the broken ribs. A sharp pain in her leg reminded her of her own injury, "Oh! It appears neither of us is operating at peak form."

"It matters not, Windrider, I must control this storm regardless of personal cost," The words had conviction the tone did not. Even with both hands, the Thunder God was now struggling to hold the hammer up. Around them, the tempest was gradually increasing in intensity again. In fact, the conflict between Thor's will locally and the natural processes of the storm at large was spawning dozens of tornadoes.

"You can't do it alone, Thor. Let me help." She reached out and grasped the handle of Mjolnir, her delicate black hands covering the battle-hardened, coarse fingers of the Asgardian.

"Nay, Storm," the immortal protested, "I cannot allow this. The power of Mjolnir is too much for any mortal. 'Twill overwhelm and--"

"Thor, we don't have time to argue," She slipped her fingers between his so that they both meshed against the ancient leather thongs, and helped him lift the hammer, "Besides, I was a goddess once myself."

"Very well, milady. Prepare thyself for the power of the gods."

It began slowly. The sensation was similar to the sense of foreboding before a summer thunderstorm, when the air is heavy with the potential for rain. Instead of a release, as when the rain finally cascades from the sky, the sensation continued to build, becoming a surge of raw elemental power. The surge became a flood, and the flood an inundation. It was unlike anything she had experienced before. It was as if she had spent her entire life in mere twilight and was now exposed to the glory of the noontime sun.

"By the Goddess, Thor! I never imagined it could be like this!"

"Take care now, Storm, do not allow thyself to become enraptured with the power. I shall use thy ability to augment mine own and channel both through sacred Mjolnir. Take heed. This tempest 'twill require most of my strength. Do not allow Mjolnir to drain more from thyself than thou canst give without harm."

The two heroes kneeled together face to face, with the mighty creation of Odin grasped between them. The rain pelted them continuously, but they paid no heed. Their broken bones shifted slightly with each crack of thunder, but their concentration did not waver. Mjolnir began to glow and throb with pure power.

The rain began to slacken until it was a mere drizzle. The reversal of the air currents created massive updrafts. Hail the size of boulders were created as the two weather gods wrestled with the natural progression of the storm. One crashed into the hull mere feet away, but the mutant and Asgardian did not move.

The clouds boiled in rage above them. The tempest roared with fury at their effrontery. Lightning crashed all around them. The wind tried in vain to sweep them from their perch. The two heroes seemed impervious to everything nature could throw at them. The only change was the continual increase of Mjolnir's radiance. If their eyes had not been closed, they surely would have gone blind. As it was, Storm could see red through her eyelids.

She had lost track of time. In fact, she had lost track of everything except the feeling of power coursing through her. Somewhere in the back of her mind, fatigue was setting in. _No! _she thought fiercely. _I must be strong. Everyone is counting on us. _She pushed her weariness away. It was surprisingly easy to do. Storm simply concentrated on Mjolnir and let its power sweep her away. It was a lot like swimming. Instead of using her own energy, she now allowed the current to move her along.

She raced faster and faster as the waves of power increased.

Channeling the energy became much easier now.

She was being carried along very quickly, bobbing in the immortal river of elemental power. From somewhere outside herself, a warning:

_Storm! Storm! Stop!_

She pushed the voice in her head aside; she could afford no distractions. The river called to her. She felt it was nearing an end.

The current was a torrent now, speeding along inexorably.

_Ororo! Come back!_

Something was wrong.

That voice.

It was Jean!

But why would Jean be warning her?

_Ororo! Stop! You're going too far! Fight free!_

Fight free? Fight free of what? The power?

The power was saving all of them. And she had control of the power.

The river's velocity continued to increase. It was rushing towards something very close now. She felt her will rushing along with it, completely in synch with it. She was the river of power and it was her.

Together, they were carried over the brink.

----------------------------------------------------------------------------------------------------

Author's Note: I'm particularly proud of the imagery in this chapter. I hope you enjoyed it. Send me a review. You Marvel fans always seem to be more insightful than my DC readers. As always, Roster and Summary are on my Profile page.

Next time: The storm is over and the battle has been lost. Now the heroes must pick up the pieces and regroup. After all, the villains have one of their own . . .


	18. Interlude

The sun was out.

Not the real sun of course, although that inference would be very difficult to make. This particular star was yellow and the right size and the correct distance away from the planet. It crossed through the sky in the proper amount of time, rising in the East and setting in the West. It was the right age and was composed of the proper proportions of hydrogen and helium. An astronomer, upon examining the mass spectronomy and other scientific data, would conclude that the celestial body was identical to Sol. The star looked exactly the same as the sun, and its warmth shined down with the comfort of a typical New York day in June.

Rachel looked up at the sky. It was a brilliant blue with the slightest trace of thin, wispy clouds. It looked like it was going to be a truly beautiful day.

Altogether lousy weather for a funeral, she thought.

She looked over at the figure of Captain America. He and Iron Man had just finished lowering the container with Hawkeye's body into the ground. This grave was the last of five. The Avenger joined the two X-men, Ice Man and Archangel, Daredevil, and his comrade, the Vision. The latter's container was empty. Barely managing to get Captain Marvel and himself to the ATV in time, Reed had had no chance to salvage any of the android's parts. Rachel could see the look of guilt on Mister Fantastic's face, although no one could possibly blame him for what happened.

Although five of their number had fallen, they were truly lucky that any of them had survived at all. Between the surprise assault and the deadly storm, it was a testament to the leadership of Captain America and the courage of the other heroes that the remaining 27 of them had made it out safe and sound. Well, most of the twenty-seven, Rachel corrected herself. Storm and Wolverine were still laid up in the infirmary, and while the latter was clearly on the mend, the former was in some kind of coma. And of course, Wonder Man had been captured.

_I'll bet Steve is blaming himself for that, too_. Rachel carefully watched as the man she loved bent his head in a moment of silence for the fallen. _Oh, Steve. When are you going to learn that you have a right to be human? Everybody else here looks at you like some sort of legend, some kind of fearless leader, but that's not fair to you. I've seen the man underneath Captain America, and he's a good man, perhaps the greatest man I've ever known or heard of, but a man nonetheless. _ _How far will you push yourself? How long can you live up to their expectations? Or have their expectations become yours? _

_Or was there ever a difference to begin with? _

Rachel sighed. Only she would have the rotten luck to fall in love with a legend among legends.

------

"Look at 'em. Bunch of holier-than-thou wimps. Can't take a few licks without crying like a bunch of babies!"

Sabretooth watched the assemblage break up and head back towards the ATV. From his vantage point near an access port at the top of the massive vehicle, he could make out all of the heroes. Not that he needed to see them; the gentle morning breeze had given him all of their scents. He would have no problem tracking down any one of them later. But there was one scent missing.

The Runt.

It would be no fun to play cat and mouse without him. So he'd wait a couple more days. He wanted Logan to be nice and healthy when the games began. . .

-----

Iron Man and Mr. Fantastic were among the last to head up the ramp into the Sand Crawler. They paused halfway up to wait for their leader. Both of them were dead on their feet, and both were about to get their first sleep in over 24 hours, but neither of them felt they could go off to their well-deserved rest just yet.

"What do you think, Reed?" Iron Man asked as he watched the red, white, and blue figure stand over the graves alone.

"Heavy is the head that wears the crown, Iron Man," Reed replied.

_Yeah_, Tony thought, _And it's probably going to get heavier_.

"Come on, Reed, let's give the man some privacy. He all but ordered us to get some sleep. Dane and the Hank twins should have things well in hand for the next eight hours. We should be fresh for the strategy meeting tonight." The golden Avenger continued up the ramp.

"It must be hard for him, Iron Man," Reed said, following him, "I don't know how I'd react if I'd lost Ben or Johnny. I'm just thankful that for whatever reason, the Beyonder didn't bring Susan into this."

-----

Steve Rogers stared at the five graves.

How many funerals had he been to? How many graves had he dug just like these during the war? How many friends had he lost, either in combat or from the more insidious fact that he had slept for decades while the rest of his contemporaries aged?

Too many to count, much less remember.

_Ah, Clint_. he mused, _What I wouldn't give just to hear you complain one more time. You sure busted my hump over the years._

A single tear emerged from his eyes and caught on the corner of his mask. He quickly brushed it away. No more time for sentimentality. He had to be strong, especially for the others. The lost of the base was a blow, but not an insurmountable one. The ATV was large enough to be a suitable HQ and had mobility to boot. In some odd way, maybe Doom had done them a favor. . .

"Listen to yourself, Rogers. Five more people are dead and you're trying to find the silver lining." he sighed in disgust and turned back towards the Sand Crawler.

A few moments later, the enormous vehicle roared to life. The ramp was retracted and the ATV rumbled off, gradually leaving the five graves to the silence of the open plain.

-----

"Where to, Cap?" Henry Pym asked, sitting in what they had christened the "Captain's chair." The cockpit of the Sand Crawler was about twice as large as that of a standard air liner. There were five seats in all. Two "co-pilot" consoles were set up behind the Captain's chair, along with two other stations situated back further along the walls. One of these was dedicated to the vehicles defenses, while the other kept tabs on all of the ATV's internal systems. The latter was currently occupied by the Beast, while the Black Knight rode shotgun, currently cleaning the Ebony Blade.

The room's only other occupant stood right behind the founding Avenger, watching the horizon through the thick glass of the large windshield. The ground ambled by at a steady pace four stories below.

"Good question, Hank. I guess we should keep this direction for awhile and put more distance between us and what's left of Herobase. After a few more hours, I want you to begin angling towards Doombase."

"Time for a counter-attack, _mon Capitan_?" Beast inquired.

"Not yet. More like a hit-and-run. They have one of ours, and I want him back."

-----

Simon Williams had seen better days.

Although he couldn't see his arms or legs in his current position, the raw pain running through all four limbs told him they were still there. Something was blocking his eyesight, but he could tell he was strapped into some kind of restraint which channeled a rather nasty dose of energy through him whenever he tried to move. The amount of energy seemed to be perfectly calibrated to cause the most pain without allowing him to pass out. Two escape attempts had proven this to him; he didn't intend a third.

"Comfortable, Williams?"

The voice was icy and totally devoid of emotion. Even the Vision had more warmth in his speech.

"Oh, just peachy, Doom. You should try this. Great for the back."

"Spare me you pathetic attempts at humor, Avenger. Thanks to a study of Goliath, I know the exact limitations of your ionically charged body. You will tell me exactly what I want to know or you will suffer."

"Is that a threat? Out of character for you, your highness." Simon spoke the words with a conviction he didn't feel. Truth be told, he was scared. He knew his very condition made death improbable, but he also knew there were things that were worse. He spent years in a death-like coma once and didn't relish a return.

"Doom doesn't threaten. It is a simple fact. Observe."

"ARRRRRGGGGGHHHH!"

Pain flooded his body, consuming his entire existence.

Hours later, or perhaps seconds, it stopped. Simon Williams gasped for breath, his throat ragged from his screams.

"I trust you've understood the point of this demonstration, Avenger." the inhuman voice stated matter-of-factly, "Now, let's begin, shall we?"

-----

Spider-sense hummed slightly.

Peter Parker absently stopped his bowl of hot soup from spilling on him as the room tilted noticeably and then lurched back more-or-less level. The ATV didn't exactly provide for the smoothest ride, which made eating (along with other everyday functions) rather interesting.

He was in the room they had christened "the Mess" since it was where they had found the food preparation machinery. Fortunately (or perhaps because the Beyonder wanted it that way), the devices were practically identical with those on Herobase and therefore easy to figure out. He had programmed the machine and had gotten a reasonable facsimile of chicken soup.

Peter wasn't really hungry. In fact, he hadn't had an appetite since Matt died. He ate rather mechanically, knowing somewhere deep inside himself that he had to keep his strength up. That last battle was a doozy, but he was relatively unharmed. His spider-sense always had worked well in a crowd. . .

"Hello, Spider. Mind if I join you? I'm starving."

He looked up, startled. The Black Cat looked back at him, bemused. "You must be out of it, if I can sneak up on you."

Peter smiled sheepishly, "Yeah, well, it's been a long couple days. Have a seat." He slid over. His table was similar to a booth, with a curved bench instead of chairs.

The graceful young woman sat down, removing her mask.

"Are you sure that's wise, Felicia?"

"My secret identity is the least of my worries right now, Spider," she looked at him candidly, "Don't you get tired of wearing yours?"

"I promised Matt I'd wear it."

"But we're not in battle right now."

"Someone might come in--"

"Your Spider-sense will warn you."

"But--"

"Spider . . . Peter. Take it off. I'd like to talk to you face-to-face."

Peter sighed, reached up, and removed the crimson mask of his late friend. He then ran his fingers through his matted hair and rubbed his forehead wearily.

"There, now isn't that better?"

Peter grinned wearily. "Yeah, I guess it is."

They ate in silence for a few minutes. There was an unspoken tension between them, but neither one was certain how to dispel it although both desired to do so.

"So," the woman began awkwardly, "How's the web fluid holding up?" _What a stupid thing to say_, she chided herself.

But Peter happily took the bait; anything was better than the silence. "Well, I'm down to four cartridges. Just put in a fresh pair and I have one set of spares. I'm going to have to start conserving it, unless this thing has a decent chemical lab, which I doubt. Even if I could find such a lab, I don't know if this planet even has the right ingredients. Maybe if I talk to Mr. Fantastic he could--"

"Peter."

He stopped and looked at her. She was beautiful, even with the tears in her costume and the bruise on the side of her face. He swallowed uncomfortably and looked hastily away.

"Peter, what are we going to do?"

"Nothing. We are going to do nothing." He stood up.

"Don't walk away from me, Peter. We have to resolve this. We're in over our heads here, and there's no guarantee that we're going to get out of this alive."

"So? What does that have to do with anything?" He left the table, crossed to the center of the room and suddenly turned around.

"Felicia, I'm married now! Don't you understand that? What we had was wonderful, but it's over. I loved you, but you left! Now it's too late."

"I refuse to believe that." She stood, anger entering her voice, "You got married behind my back! You didn't even have the decency to come and find me and tell me!"

"I didn't even know where you were!"

"You never looked!"

Swearing, he threw his hands up in disgust, "It would have never worked out, Felicia. We both know that! You loved Spider-man, not Peter Parker! You wanted the icon, not the man."

"You _are_ Spider-man! You only truly live your _life_ as Spider-man! Peter Parker isn't the real you! It's not Peter Parker whose fighting this war! It's not Peter Parker who's risked his life time after time! And it wasn't Peter Parker that Daredevil sacrificed himself for!"

"Stop it!" he shouted, "Just stop it, will you!"

They both stared at each other.

"Look," he began, "this is crazy. Peter Parker and Spider-man are the same man. They're both me. I've accepted that long ago. I've changed, Felicia. Mary Jane and I, we're a team. We're going to have a family someday. I can't jeopardize that. I won't. Somewhere inside, I still have strong feelings for you. I'll admit that. But nothing is going to come of it, okay?" He took her by the arms and looked straight into her eyes.

"Will you please accept that?"

Spider-sense went off.

A moment later, the Human Torch entered the room. He noticed Spider-man and the Black Cat standing close to each other, "Um, hi guys."

They both looked at him.

"Uh . . . am I interrupting something? I can, like, leave."

"Don't bother, Torch," Black Cat said icily, "I've lost my appetite."

She stormed out of the room, nearly knocking Johnny over.

"Whew," he said, watching her leave, "What did you do, Spidey?'

"Why don't you mind your own business, Torch."

Spider-man left using the opposite door.

Johnny stared as the door slid shut and then looked at the machines.

"Great. Now who's going to show me how to use this crap?"

-------------------------------------------------------------------------------------------------

Next Time: The heroes plan their next move, unaware of the danger that stalks them. And what does Denver have to do with anything?


	19. Plans and Plots

The ATV traveled steadily the entire day, leaving deep gouges in the terrain it crossed. By the time the sun had set, there were more than 500 miles between its current position and the ruins of Herobase. The ATV moved at a snail's pace, barely 30 miles per hour, but it could cut through anything. Due to the Battleworld's patchwork make up, the Sand Crawler had already passed through rolling foothills, a purple desert, and a dense forest of strange barrel-shaped trees. Currently, the treads were submerged as the huge vehicle drove through an eerie crimson marsh.

Dane Whitman watched the sensors carefully. The vehicle was on auto pilot, but one could never be too careful. The last thing he wanted to do was let the ATV fall into a pit of quicksand during his shift. Although they certainly had enough strength among their ranks to lift it back out, it would be kind of embarrassing.

The door to the cockpit opened behind him. As he looked over his shoulder, the Black Knight detected a pleasant and familiar aroma.

"That can't be what I think it is," he declared.

"Oh, it isn't," She-Hulk remarked, handing the plate to him, "Just an amazing facsimile. That is, unless you've had green pizza on Earth." She smiled at his grimace, "Trust me, it won't kill you."

She took a seat in one of the co-pilot's chairs, which protested slightly under her gamma-enhanced weight. "Jan thought you could use a bite, since you've barely left the cockpit all day."

"Yeah, I know," Dane looked at the two slices of green "pizza" suspiciously, shrugged, and began to eat, "Cap told those of us with technological backgrounds that he didn't want Reed and Iron Man to feel like they had to carry the entire load, so we've been doing our best to get up to speed," He took another bite; the stuff was pretty good after all.

"Frankly, I feel a little out of my league. The Hank twins seem to have it all under control, but I'm struggling to keep up."

"'Hank' twins?" she asked.

"Hank Pym and Beast. They both have the first name Henry."

"Oh. I guess you learn something new every day."

"Tell me about it. I'm learning something new every minute."

-----

The conference room on board the ATV was a lot smaller than the one on Herobase. In fact, it may not have been a conference room at all. Still, it contained a large rectangular table and eight chairs, seven of which were occupied. Professor Xavier, Cyclops, and the Beast sat on one side, facing Reed, Iron Man, and Wasp. At the head of the table stood Captain America. The Hulk had been invited, but declined, mentioning something about just pointing the way to the heads they wanted stomped. Thor had taken up a bedside vigil over Storm and had sent Jan in his stead.

Unfortunately, this room wasn't equipped with any holographic technology, so the Sentinel of Liberty used an old-fashioned map they had devised which he spread out on the table. It wasn't exactly precise, but the scouting by Captain Marvel had given them a decent approximation of where everything was, including a rather surprising bit of information.

"Okay, people, listen up. Our current position is here," Cap stated, gesturing at various points on the map as he continued, "Now, Doombase is located here, about a thousand miles from us. We are going to continue more or less towards it until we are about 400 miles away, which according to Reed, is as close as we can get before worrying about detection. Captain Marvel says there is a village of some kind near that location, as well as our friend Galactus."

"Galactus?" Professor X said, "I would have thought that the rebuke he received from the Beyonder would have incapacitated him for the duration of this conflict."

"Unfortunately not," Cap replied, looking to the other side, "Reed?"

Mr. Fantastic, refreshed from eight hours of sleep and clean-shaven, responded, "Although Galactus was repelled by a force of magnitude beyond our comprehension, apparently it only served as a deterrent against further attacks. Galactus recovered only hours later, moved to this current position, and has remained there for close to three days now."

"What is he doing, Reed?" Xavier asked.

"I'm not really sure," the leader of the Fantastic Four admitted, "But I do know from my encounter yesterday that Doom is interested in Galactus. He was accessing our data on Galactus' position when the Vision and I interrupted him."

"Which is why I've decided to head there," Cap continued, "Whatever Doom has planned for Galactus, we have to be ready to stop it, and the same goes for whatever Galactus is up to."

"What else did our recon come up with, Captain?" Cyclops asked.

The Avenger pointed to another area, about 500 miles south of their location, "Apparently, the Beyonder has taken a portion of Earth to help create this world. Captain Marvel came across a section of city, complete with people."

"Can't have a war without innocent civilians, can we?" Iron Man stated wryly, shaking his head.

"Do we know which city, Cap?" Wasp asked.

"Denver. Captain Marvel questioned a few members of the populace briefly. There are about 5000 of them, although fortunately, most of them are staying put. There is a police station in the section and they have things under control for now, but the people are scared."

"I don't blame them," Wasp said, "I'm scared myself."

Cap continued, "I'm pretty sure that's where Doom got those two women from, although I don't know if they had super-powers before or after they joined up with him." The leader of the heroes sat down.

"This leaves us with a dilemma about what to do with these people. It's bad enough we got dragged into this mess, but at least we are able to defend ourselves. There are undoubtedly children among them."

"Oh Lord, children," the Wasp looked sick, "We have to protect them!"

"Now wait a minute!" Iron Man said, "We can't afford to divide our forces right now. We've just lost our base and five people!"

"So we just leave innocent civilians to fend for themselves? That's not the way Avengers do things, or have you forgotten?"

"Hold on, Jan, I'm not saying that we just leave them to the wolves--"

"It sounds that way to me!"

"Okay, people, stand down." Cap rose again. "We have to come up with some kind of decision. I want options, not an argument. I don't know if further bloodshed between us and Doom's forces can be avoided, but I certainly won't jeopardize innocent people along the way. Professor X, Cyclops? What do you think?"

Scott Summers looked at Xavier as if waiting for permission.

_Go ahead, Scott. I trust your judgment_. Xavier sent telepathically. With his X-men seemingly falling all around him, he needed their field commander to regain his confidence before it was too late.

"Well, Captain," the mutant began slowly, "I don't think it would hurt to contact the civilians formally and let them know we are willing to protect them, but I don't think we can afford to spare many of us to do so."

"Actually," the Beast interjected, "These people could provide us with an advantage. There could be doctors or nurses. Heck, there could be other super-humans there. Doom got lucky, who says we won't be?"

"I don't think we should drag these people into this conflict if we can avoid it," Reed said, "Doom obviously knows of the city. Where else could Titania and Volcana have come from? If he had wanted to destroy it, he would have done so by now. If we sent people there to protect it, that action could simply make it an additional target for him."

"I agree with Reed," Iron Man continued, "Like it or not this is a war. If we send three or four of us down there, not only are we drawing attention to the very people we are trying to protect, we are depleting our strength when we need it most. Unfortunately, the bad guys have more raw power than we do. They have Loki, Juggernaut, Magneto, _and_ Ultron! Beings that have held off entire teams! It would be crazy, if not simply suicidal to divide our ranks!"

The room was silent as Iron Man's words sunk in.

"Jan?" Cap said gently, "Do you want to add anything?"

The Wasp looked uncomfortable.

"Well, I'm not a general or an expert in much of anything except fashion, but I do know that I became a super-hero to protect people. If we start changing the rules when the going gets tough, I don't know if we end up being any better than Doom and the rest. I do know that if I suddenly found myself on some strange world, all alone, I would want those I called heroes to protect me and let me know things were going to be okay."

"Jan, if we don't win the war, it won't matter what happens to those people. The entire Earth will be at the mercy of--"

"That's enough, Iron Man," Cap placed a hand on the Golden Avenger's arm, "We all know the stakes here."

Cap sighed and sat down again. The others waited patiently, all of them knowing that they would stand by whatever decision their leader made. They were also relieved that the final decision wasn't theirs.

The Living Legend appeared to be lost in thought. Several minutes crawled by. Around them the ATV rumbled steadily, occasionally tipping slightly as the terrain below changed.

Finally, Captain America spoke. The words were backed with intense emotion and firm conviction, although deep inside the man who spoke them there was doubt. "My friends, this conflict is like nothing we have ever encountered before. We have lost more of our comrades in the past two days than anyone would have thought possible. When I was in World War II, death was a fact. In order to win, some of us would have to die, and some of the enemy would have to die as well.

"However, both sides did the best they could to avoid civilian casualties. We are going to do the same here. We're going to send Captain Marvel to talk with these people. She'll tell them what's going on and let them know that we will do our best to defend them if they are attacked. However, we can't afford to station anyone there, at least not now. Captain Marvel will be able to check on the civilians frequently, perhaps three or four times a day. We'll just have to hope that's enough."

The room was silent, heavy with the heroes' somber thoughts.

"Now let's move on."

-----

"You summoned me, Doom?" the Enchantress asked, as she surveyed the prison chamber. The one known as Wonder Man appeared to be near death. She was repulsed by the cruelty; her ways were much more subtle.

"Yes, Asgardian," the armored figure turned to look at her. His eyes were totally devoid of emotion. She knew even her unearthly beauty had no effect on him and that made her nervous.

She looked away.

"I have finished with Williams, Enchantress. You may do as you please with him. He should recover in a few hours."

The monarch of Latervia walked past the immortal, and then suddenly turned and seized her painfully by the arms.

She gasped, "How dare you!"

"Silence, woman," Doom lifted her off the ground and brought her face-to-face with his dark, metallic visage, "Consider this a warning, Asgardian. I have taken . . . precautions with Williams. You are enthralling him to serve _my_ needs. Do not forget your place."

Doom let her go and left the room.

The Enchantress watched him leave silently, rubbing her arms.

_Your day is coming, mortal. Maybe sooner than you think_.

She then looked at the still figure of Simon Williams.

"And you, my friend," she walked up to his imprisoned form and touched the side of his face, "I was there when you were created, and you have only grown more handsome through the years. It is only fitting that I will now possess you, body and soul."

In his dreamless sleep, Simon Williams still heard her cruel laughter.

-----

"When I get out of this, I'm gonna tear off your face and shove it right up your green, ugly--"

"Put a sock in it, Blonsky," the Hulk said, "Unless you want me to tighten these restraints a little more. Richards probably won't be down here to put them put back at a more humane level until tomorrow."

The ATV's brig wasn't anywhere near the size of its predecessor in Herobase, but it appeared to be just as effective. There were three small cells, only one of which being occupied at present. The current prisoner was sitting sullenly, with two large rack-like restraints confining his arms and legs. The latter barely allowed their wearer to walk, while the former kept his arms locked behind him. Initially, both Captain America and Mr. Fantastic had objected to the level of restriction forced upon their captive, but when the Abomination had nearly broke the Thing's arm during an abortive escape attempt, their objections subsided.

The Hulk still thought they were being too nice.

"Yeah, that figures, Banner. You probably get off beating on foes who can't fight back. Just like that trick you pulled back at the base."

Hulk laughed, "See, I've got this policy, Blonsky."

"Policy? What the hell are you talking about?"

The green goliath leaned closer to the cell and smiled.

"Whatever works."

The Abomination swore and lunged at his foe. His emerald, scaled body slammed against the force field which keep him penned and was thrown back in a flurry of energy and sparks.

"Ha! Have fun getting back in a sitting position, moron. Man, it's too bad the rest of your buddies aren't as dumb as you. We could've wrapped this thing up yesterday."

"Laugh while you can, Banner! When I'm free I'm gonna rip you into tiny pieces and use you for fertilizer!" The tirade continued for several minutes, although the Hulk was already gone.

Cursing some more, the gamma-irradiated villain struggled to an upright position. In frustration, his smashed his leg cuffs into the floor of the cell again and again, but to no avail.

"ARRRRRGGGGHHHH! Dammit!"

The Abomination balanced himself carefully and managed to stand. For the millionth time he attempted to break the rack holding his arms but it wouldn't give. Maybe if he pretended it was too tight he could sucker Richards into loosening them just a little more. Then he was sure he could tear them apart and see just how far Mr. Fantastic really could stretch. . .

But Banner would be on the lookout for anything like that.

He swore again and sat down, "I'm never getting out of here!"

"Don't be so sure of that, greenskin."

The Abomination looked up, startled.

Crouched outside his cell was a wild-looking man with a blond mane and claws on his hands and feet. He looked like he'd been through hell and gone back for a second look.

"Sabretooth!"

"Keep it down, will ya? Some of these A-holes have got sharp ears."

"You look like shit."

"Tell me something I don't know."

"Get me out of here!"

"Not yet."

"What? Why not?"

"I get you out right now, they're only gonna stick yer sorry ass back in here in a few hours. And then they'll be on to me."

"So, what are we gonna do?"

"Did Xavier scan you yet?"

"Huh?"

"The bald guy in the wheelchair. Did he read your mind?"

"Uh, no. At least I don't think so. I don't think Flagboy is too keen on that stuff."

"Okay, good."

Sabretooth grinned and bent closer, "Here's what we're gonna do. . ."

-------------------------------------------------------------------------------------------------

Next Time: Plans are set in motion on both sides. The heroes attempt to get Wonder Man back, while Sabretooth and Abomination simply want payback.


	20. Preparations

"Okay, everybody, that does it. Get some sleep and we'll have a general meeting to inform the others in the morning."

Cap watched the weary heroes leave. He stifled a yawn himself. The meeting had gone on for over three hours. A glance at his watch showed that it was just past midnight. Well, that's better than the last time, he thought. He looked up and saw that Iron Man was about to exit.

"Iron Man? Can I talk to you for a minute?"

The Golden Avenger turned around, "Sure. Something bothering you?"

Cap waited a few seconds, until he was sure the others were out of earshot. He then gestured back to the table and sat down.

"What's up, Cap?" Iron Man said, sitting back down. He wasn't very tired, but now he had some major adjustments to do to his armor. He needed all the time he could spare.

"Iron Man . . ." Cap hesitated, ". . . Tony. You don't have to go."

"Oh, come on, Cap! We've been through this already! We even took a vote, for God's sake!"

"I still don't think you should--"

"Steve."

Iron Man looked his leader and friend straight in the eye, "I'm a big boy. We'll be fine. The plan is sound, and the people we chose know what they're doing. Simon will be back with us before Doom even knows we were there. In and out." He snapped his fingers three times.

"I should lead the task force. He was lost under my command."

"Bullshit!"

"Tony--"

"I said _bullshit_, Steve! Hell, if you hadn't been there we would have lost a lot more than Simon."

"And Clint."

"_And_ Clint!" the Avenger said angrily, "Jesus Christ, Steve! Is that what this is all about? This is war! People die in wars. You, of all people, know this. I mean, Jesus Christ, you were in World War II!"

"I should have saved them."

"How?"

"I don't know, maybe if I'd used different tactics, we could have--"

Iron Man stood up, "I don't have time for this."

"Tony, I'm just saying--"

"Listen up, Steve, because I'm only going to say this once. We chose you to be our leader because you are the best man for the job. You have the most experience and the best tactical mind in our rather unusual profession. Trust me, I built Stark International by hiring only the best people for the job, and if the ad reads 'Wanted: Leader for the good guys in a war against the worst of the bad guys' that's you in a nutshell. So snap out of it and lead, damn it! If you start second-guessing yourself, we're all up the creek without a paddle."

The room was silent as the two old friends stared at each other.

Finally, the Sentinel of Liberty stood up.

"Thanks, Tony. I needed that."

"Don't mention it, Steve," Tony Stark replied, putting a hand on his teammate's shoulder, "Everybody's human sometimes, even Living Legends. Just the same, I think it would be best for morale if we kept this little conversation between us."

"I agree."

"Why don't you turn in? Maybe go see Diamondback?"

Captain America blushed, "It's that obvious, huh?"

Tony smiled, "Must be that puppy dog look in her eyes whenever she's watching you."

"Yes, well," Steve hesitated, "She's very . . . special to me."

"Then go spend some time with her, Steve. Who knows how much longer we'll have?" Iron Man turned to leave. "Now, if you'll excuse me, I've got to make those modifications."

"All right, Tony. I'll see you tomorrow."

- - - - -

"Hello, Dane. Anything to report?"

The Black Knight started and looked back.

"Oh, hi, Cap! I thought you'd be asleep by now. Uh . . ." He pushed aside the pizza plates and double-checked the scanners, "No, not really. We are almost out of the marsh and should be on solid ground again in another hour or so. This baby's auto-pilot works like a charm."

Captain America smiled, "At ease, soldier. I just thought I'd check things out before I went to bed. Carry on."

Steve took another look around the cockpit and then went back into the corridor. Well, that was the last place he could go to delay the inevitable. Maybe Rachel would be asleep by now . . .

He really wasn't sure why he was reluctant to see her right now. He definitely could use her support.

That . . . and other things.

Which is what it all came down to. Those other things. It was a well-known fact that danger caused passions to run high, and this was as dangerous a situation as he'd ever been in. Steve had never really considered himself old-fashioned, although he knew his friends thought him to be practically a dinosaur. He was raised a certain way, and he couldn't help it if what were contemporary morals for him were quaint at best and anachronistic at worst for everyone else. He'd been getting a little better over the years, but still he guessed society would always consider him conservative.

He stopped in front of his room and looked across the small hallway. Rachel had reluctantly selected a room across from him, since the quarters on the ATV were too small for more than one person. Not that she wouldn't have been willing to give it a try . . .

That thought both worried and titillated him simultaneously.

It would be so easy to just let go.

"Cap?"

He snapped out of his musings and found a concerned Rachel looking at him from her doorway. Once again, she appeared to have little on.

"Oh, hello, Rachel. I'm sorry if I woke you up."

"I wasn't sleeping. I was waiting for you. Most of the others came back almost an hour ago." She opened the door wider, "Why don't you come in and get some sleep. You must be exhausted."

In the split-second it took Steven Rogers to comprehend the young woman's word, something happened to him that never occurred on the battlefield.

He panicked.

"Uh, no. I don't think that would be a good idea right now," He sputtered, stepping back, "I'll see you in the morning."

Before she could muster a protest, she found herself staring at his closed door.

Suddenly, she was furious.

"Fine! Be that way!" She tried to slam the door, but she realized that the opening only slid shut.

"Stupid, alien doors!"

Another door opened up down the hall. A very sleepy Johnny Storm stuck his head out, "What's going on?"

"Oh, shut up!" Rachel's door came down with a clang.

Johnny blinked confusedly several times, and stuck his head back inside, "Man, that's twice in one day."

**- - - - -**

The night was completely clear and black. A physical impossibility back on Earth, but the natural nocturnal state of things for Battleworld, which had no moon and was far removed from any stars or other celestial bodies. While he had never been much for astronomy during his life, Tony Stark now found himself missing the constellations and planets which would normally be showing themselves in all their distant and quiet splendor. The total darkness seemed unnatural, although admittedly welcome for this particular mission.

Of course, the chameleon effect would have hidden himself sufficiently well during broad daylight, but he was reluctant to use it until he actually reached the base. The chameleon effect was first developed back when he designed the Silver Sphinx armor, but Tony had discovered continual use was causing biological damage to himself. He had scrapped the technology and went back to his conventional stealth armor. But desperate times called for desperate measures. What's a little nerve damage when the entire world was at stake? Besides, he wasn't planning on using the effect again after they got Simon out.

He had spent the entire previous night and a good portion of the day modifying his armor to reproduce the majority of his specialized stealth armor's abilities as well as the chameleon hardware. The fact that his ultra freon systems were shot, along with his sonics and a few other non-critical functions, had made it easier to change the suit into a hybrid of his specialized infiltration armor. They no longer worked, so they made the choice of what to take out a hell of a lot easier.

The ATV had a decent lab. Not as good as the one in Herobase, true, but he had had the foresight to store some of the better equipment in the vehicle. The technology the Beyonder had provided them with was truly amazing. Even a second rate lab was better than anything he had access to back at Stark Enterprises. That's why he had had almost no problem repairing his armor. In fact, in some ways it was better than ever. His strength enhancers were functioning at 120 thanks to some new power relays he had found. In fact, if he had had more time, he could have--

_Iron Man?_

"Huh?" He jerked slightly, nearly crashing into a low hill. It was never a good idea to get distracted during nap-of-the-earth flying.

"Sorry, Marvel Girl, I'm still not used to telepathic communication."

_That's all right, Iron Man. And please, call me Jean. I'm not much for secret identities, especially with mindlinks._

"Okay . . . Jean. What's up?"

_Do you think you could think, instead of talking? We're all linked, but some of the others can't hear you over the roar of the wind._

"Sorry." Tony sighed, _I mean sorry._

_That's better. The Thing was just wondering how much longer._

_Ben's getting a little cramped, huh?_

_Well, it is close-quarters, even with Dr. Pym's help._

_Tell Grimm that we'll be there in about ten minutes._

_I would, but you just did._

Iron Man sighed again, _I don't know how you X-men do this all the time. It would drive me nuts._

_You get used to it._

- - - - -

"Hey, wake up."

"Hunnh?" The Abomination yawned and grunted.

"I said, wake the hell up!"

The villain opened his eyes, "What the fu--"

"Quiet."

Sabretooth was crouched outside the cell once again, punching a series of buttons next to the force field. A few seconds later, the energy wall flickered and disappeared. The mutant stepped into the small room.

"Stand up, it's time to go."

The Abomination was fully awake now, "What's going on? I noticed that we haven't been moving in hours."

"Turn around," as the hulking figure did so, Sabretooth looked at the manacles, trying to figure out how to get them off, "We haven't moved since around noon, which is about eight or nine hours ago. We are sitting in the middle of a goddamn village of all things!"

"A village? Of what?"

"Some kind of aliens. Humanoid. Fairly primitive. Flagboy and the others played ambassador and now everybody's all buddy buddy."

"Great, more people to worry about."

"Ha! They're a bunch of pacifists by the look of 'em. That's why we're breaking out now. The Tin Can and a bunch of others left an hour ago, and there's another dozen or so scattered throughout the village. We're not going to get a better opportunity."

"I don't understand."

"Hold on," Sabretooth finally found the release control and the Abomination's arms were freed.

The emerald green flexed his massive limbs, "Ah! That feels great!"

Sabretooth began to look at the leg brace, "See, there are only seven or eight of them still on board. We should be able to get out, take a few of them down, and grab a couple of those aliens as hostages before they even know what's going on. I know how Flagboy thinks. He won't risk any innocents. He'll have to let us go."

"Sounds good to me. Maybe we can--"

"Shut up!"

"What?"

"I hear something," Creed reached out with his heightened animal senses and confirmed what his ears had detected. Someone was walking toward the brig. A woman.

And she was alone.

The vicious mutant smiled.

"Looks like the fun's gonna start a little early."

-------------------------------------------------------------------------------------------------

Next Time: The battle is rejoined, this time on two fronts. Can Iron Man and his allies rescue Wonder Man without casualties? And just how much damage will Sabretooth and Abomination cause?


	21. Death Be Not Proud

Doombase was huge.

Actually, "huge" did the structure a vast injustice. The sprawling complex was quite simply the largest single building Iron Man had ever seen. It towered above the plains it rested on by thousands of feet. It must have had at least 200 stories, and who knew how many sublevels. The fortress spread out over so much area that it actually became the horizon once one got within a few miles.

"Whew." The Golden Avenger stopped, hovering in mid-air. The chameleon effect was activated, but being this close to the headquarters of the enemy was still a bit unnerving for him. The firepower of that thing could probably toast an entire fleet of ships, not to mention a single armored man. _Okay, gang, we're here._

_Ready when you are, Iron Man._

Iron Man patted the storage container on his left hip. He hoped his passengers hadn't been too uncomfortable during the trip. Hank hadn't wanted to shrink themselves too small, since the change wasn't exactly easy on the body, but Tony really couldn't give them too much space. Still, it was the only way to get a half dozen people to Doombase undetected.

_Hopefully undetected, anyway_, he thought.

_Pardon, Iron Man?_

_Ah, nothing, Jean. Just thinking to myself. Here we go._

Iron Man angled himself toward the top of the base and cut loose with his thrusters. The modifications worked beautifully; the boot jets made absolutely no sound as they pushed him through the air and over the massive fortress. He hovered there a moment. At this point it really didn't matter where they entered, the place was so damn big.

_Okay, I'm in position. Is the kid ready?_

_Yes._

_This had better work._

_Don't worry, she does this all the time._

Iron Man lowered himself toward the roof. So far, so good. No weapon activation or sign of alarm. The chameleon effect and stealth fields were working like a charm. The surface of the roof steadily rose up to meet him. When it was only a few feet away, he thought, _NOW!_

He felt a weird sensation, like his entire body was asleep. He reached the roof and continued right through it. He had seen the Vision phase through things a hundred times, but to have himself do it was very disconcerting. As the roof came up through his torso toward his head, he closed his eyes. He couldn't help but think about the possibility of getting stuck in the middle of the roof. Would he die instantly?

_Trust me, Iron Man. Shadowcat knows what she's doing_.

Slightly reassured, Tony opened his eyes. The roof was above him now and he was slowly floating downward to the floor of a large chamber of some kind. He sighed with relief.

_Okay, tell the kid to knock it off. We're in._

_Getting out again was the tricky part_, he mused.

Jean Grey did not respond.

- - -

Janet Van Dyne walked alone down the narrow corridor towards the brig. She had just come from the infirmary where Thor was still keeping his bedside vigil by the female X-man Storm. If she didn't know any better, she would think that the Thunder God was smitten with the ebony woman. After all, they did have a lot in common, what with both of them being weather manipulators. Wouldn't that be something if the two of them got together? She'd have to share that tidbit with Jennifer once she checked out the Abomination. _Thor and Storm, what a couple!_

_Well, if something good could come out of this nasty business--_

Jan stopped in the doorway to the brig. Something was wrong.

She shrunk to wasp-size. Not a moment too soon, as a large chunk of wall just missed her tiny form. It smashed into the doorway behind her with incredible force, effectively blocking her only avenue of escape.

_Omigod! Somehow he's gotten loose!_

She flew towards the ceiling of the room and surveyed the area.

"Damn it!" The Abomination leaned out from his cell. His arms were free, but the leg restraints were still on. "Did I get her?"

Who was he talking to?

A sudden motion behind her caught her attention.

"Yikes!" she dove to the side, as a fast and furry human form jumped past her. A large, clawed hand swiped through the air mere inches from her small form.

"You idiot! You warned her!" Sabretooth landed near his ally and looked up at her, snarling.

The Wasp wasn't sure who the other man was, but she knew when she was outclassed. She released a volley of wasp-stings and flew straight towards one of the vents.

The blasts hit both of her adversaries dead on. Sabretooth took a shot in the face and was slammed against the wall. The Abomination, however, was not effected by the two blasts which hit him in the chest. Fortunately for the Avenger, he was still hobbled by his manacles and only managed to trip and fall forward when he tried to leap after her.

"Get her!" Sabretooth roared, picking himself up and shaking his head to clear his vision, "If she escapes, she'll warn the others!"

"You bet your ugly face, I will!" she shouted, as she released another blast and blew a vent covering near the ceiling wide open. She flew towards her homemade exit. She was going to make it. First she would warn those in the infirmary, since they were the closest, then she'd sound a general alarm. After that she could--

"Oh no, you don't!" Lying prone on his back, the Abomination swung both of his hands together in a mighty clap.

Jan's head exploded in agony as the shock wave tossed her like a dead leaf during an autumn storm. She missed the opening to the ventilation duct and hit the metallic wall hard. Stunned, her tiny body fluttered to the floor and lay still.

Sabretooth growled in pain, covering his own hypersensitive ears, "Well, they know we're here now. Might as well leave a calling card." He walked over to the lifeless form of the female Avenger, while the Abomination finally made short work of his leg restraints.

Creed reached out and picked up the insect-sized woman.

Jan groaned and opened her eyes, groggily.

She immediately wished she hadn't.

"Life's a bitch, ain't it?" the mutant said just before he bit down.

- - -

"This can't be right."

Iron Man double-checked his scan.

_What's the matter, Iron Man?_

_Tell Hank that I'm getting two sources of ionic energy, Jean. I don't know which one is Wonder Man._

_I'm going to do a general link now. You should be able to hear everyone and vice versa._

The Golden Avenger was standing in the middle of the chamber he had first entered. Once Jean had mentally made sure that there were no other people nearby, he had activated his armor's sensors, specifically searching for the unique ionic signature Wonder Man's body emitted. But he had gotten two signatures, which was impossible. Unless . . .

_Tony, it's Hank. I think I know the problem._

_Goliath, right?_

_Yes, he underwent the same process as Simon, so he'd give off similar energy patterns. I wish we had taken that into account beforehand._

_Any way to filter out Simon?_

There was no reply for several seconds. Tony was worried. Dividing their forces hadn't been part of the plan, but could they risk wasting time checking out both sources together? There was a 50-50 chance, they'd luck out, but still--

_Got it. Search for Pym particles. Goliath took a variant of my chemical. That's why he can change size while Simon can't._

Iron Man slapped his forehead. Why hadn't he thought of that?

_Hank, you're a genius._

_Takes one to know one._

_I don't mean to interrupt all of yer backslapping_, the Thing interjected, _But I'm starting to cramp up in here! Can we get a move on?_

Iron Man adjusted his sensors accordingly and seconds later got a single signal. It was coming from an area less than a mile away and 20 levels down. Not exactly close, but not the worst case scenario either.

_Okay, I've got him. Ready to do your thing again, Kitty?_

_Yes, sir, Mr. Iron Man._

_Good, how about you, Jean?_

_Psi-screen is up and I'm passively keeping an eye out for any of the bad guys. I don't want to risk drawing attention to ourselves, so I won't be able to give you a lot of warning. So go slow._

_Gotcha_, Iron Man began to fly towards the signature, angling diagonally downward, _Here we go!_

The cloaked and armored figure passed through the floor.

- - -

"That's disgusting."

"Yeah, well, I wanna put a little fear into 'em." Sabretooth tossed the tiny remains away and wiped his mouth, "Too bad she didn't grow back to normal size when I bit off her head. They probably aren't even gonna find the body for awhile."

The mutant turned towards the blocked doorway, listening carefully. His ears were still ringing, but he could make out running footsteps.

"Let's get out of here. They're coming."

The Abomination nodded, bent over, and dug his huge fingers into the floor. With the slightest effort, he ripped up a large section of the brig's floor and shoved it over the entrance way, "That should buy us a little more time!"

Sabretooth jumped down into the hole, and the Abomination quickly followed. The mutant knew they had two more floors to go before they got outside. _Piece of cake._

- - -

Dane Whitman rounded the corner running at top speed. He nearly collided with the blocked off entrance to the brig and had to put his arms out to avoid slamming face first into the section of wall which was jammed solidly in front of him.

"What the hell?"

"What's going on, Dane?" She-Hulk's heavy tread came up behind him and the jade giantess stopped next to him, looking at the obstacle. She took a few seconds to size the blockage up and then reached out with both of her hands, "Step back, Dane, I'll get this out of out way."

"Hold on, She-Hulk," The Avenger's knight unsheathed a jet black broad sword which seemed to gleam somehow in the dimmed electric light of the ATV's cramped corridor. With a deft stroke, the Ebony Blade sliced easily through the length of the entrance way. With two other strokes, a rough triangle was cut into the wrecked chunk of wall.

"Trying to pry this thing loose might cause more damage," the armored hero said, pointing to his cuts, "There. Give it a kick."

She-Hulk balanced her massive frame on one leg and kicked hard with the other. The cut section of wall, as well as the floor wedged behind it, popped open like a champagne cork. The wreckage smashed hard into the opposite wall of the brig.

Dane frowned, as She-Hulk grinned sheepishly.

"Whoops! Guess I don't know my own strength sometimes."

All humor evaporated when the duo entered the prison. It was quickly apparent that a fight had occurred and that Abomination was gone.

"Three guesses where he went," She-Hulk stated, pointing at the floor. A large hole had been ripped into it. The emerald woman strode toward it and peered down.

Dane looked around. Where was the Wasp? He could have sworn he'd seen her coming this way just a few minutes ago.

"Let's go, Dane!"

"Hold on," The Black Knight tapped his Avengers card, still looking around the room, "I'll be right there. I'm signaling for backup. The Abomination is a tough customer."

"He's going to get away!" She-Hulk jumped down the hole.

"Jen!"

She was gone.

"Damn it! He may not be alone!" Shaking his head, Dane Whitman ran towards the hole. His card beeped and a picture of Captain America appeared where the Black Knight's portrait usually was.

"What's up, Dane?"

"Cap! We have a break in the brig! Abomination is gone. She-Hulk and I are in pursuit."

"Roger that, son. We're on our way. Be careful."

The Black Knight sheathed the Ebony Blade and took out the hilt of his energy sword. He had just ignited the plasma blade and was about to jump into the hole when something caught his eye.

A tiny colored piece of debris, amid a small red puddle.

Dane's eyes widened.

"Oh God, no," he whispered, reaching out.

- - -

"When are you going to grow out of these foolish whims, Amora?"

The Enchantress laughed and leaned back against the solid frame of Wonder Man. She reached up and ran her fingers through the silent man's hair, "Why, Loki! You almost sound jealous."

The God of Mischief sighed. Of all the Asgardians the Beyonder could have chosen to ally himself with, why this miserable woman?

"Are you certain he's been tamed?"

The two villains were in Loki's personal chambers: lavish accommodations which were spread out over several rooms. The luxurious surroundings did little to calm the Asgardian, for there was much on his mind and much to discuss with his erstwhile comrade.

"He is completely under my spell. Let the foolish mortal Doom posture all he wants, there is nothing he can do to break my hold on Simon Williams. This Avenger will gladly die for me now."

"Excellent. His strength will come in handy when we strike."

The Enchantress' eyes narrowed. "Planning to overthrow Doom already, are we? Is this wise? The heroes are still a threat."

Loki smiled as he reclined in a large chair.

"Amora, I am well aware of the heroes' strength. I also know that we have the loyalty of the largest faction among our ranks. The Absorbing Man, the Wrecker, Bulldozer, Piledriver, and Thunderball all owe their power to me. They are going to be here shortly for our orders. With Wonderman in our ranks as well, no one will stand in our way."

"Too bad that's not going to happen, Loki!"

- - -

The twin repulsor blasts hit the reclining god (only a decade of close association with Thor had finally allowed Tony to use such a word to describe another being) dead on, destroying the chair and throwing the Asgardian through the nearest wall. At the same time, he cybernetically opened his storage pod to allow his allies freedom. Seconds later, Pym particles interacted perfectly within a carefully directed hex, and five more heroes appeared out of nowhere to confront a surprised Enchantress, who was only now beginning to react.

"Simon!" she shouted, darting behind the Avenger, "Kill them!"

It was eerie. Wonder Man advanced on his former friends mechanically, like one of those killer robots in the Terminator movies. No sounds, no emotion, only a mindless determination to destroy them.

"Crap!" Iron Man was afraid of this, but they had the right people to deal with it. "Jean try to break through to him! Ben, contain him until Shadowcat can get close! Remember don't look at the Enchantress!" Taking his own advice, polarized coverings snapped down over his eye slits, and infrared switched on. He immediately took to the air and darted around Simon, tracking the Enchantress.

The Thing slammed into Wonder Man, attempting to get the Avenger in a bear hug, "Come on, Simon! You don't really wanna hurt your buddies, do ya?"

A strong right to the face answered that question immediately. Ben rolled with it as best he could (he'd gone toe to toe with Simon once before, and hadn't faired too well), completed the hug and lifted Simon off the ground.

"A little help here, ladies?" He yelled. Wonder Man reached for his head with both hands and was attempted to twist it off like a bottle cap.

_I can't break through her spell, Ben! It's too strong!_

"What a revoltin' development!" Ben began to feel his neck give--

Suddenly he was holding onto nothing. Wonder Man was still there, but totally immaterial. The Thing blinked in surprise and then smiled broadly. "Way to go, kid!"

Shadowcat smiled, careful to keep contact with the Avenger.

Across the room, Iron Man's targeting computer had finally locked in on the Enchantress, only to have the other disappear in a mystical teleport of some kind. _God, I hate magic! _Just as well, in any case, since they had to get out of here as soon as possible.

"Iron Man! Look out!" Pym shouted, who had been hanging back with the Witch while the others did their job.

An energy bolt of some kind narrowly missed his head, vaporizing a rather large section of wall behind him.

"Mortal Fools!" Loki cried, hovering in mid-air on the other side of the chamber. The Asgardian was awash in mystical energy and clearly pissed off. The God of Evil's eyes flashed crimson, as he smiled cruelly.

"You are all going to die by my hand!"

-------------------------------------------------------------------------------------------------

Next Time: It gets worse. Much worse. Now be a good Marvel Zombie and leave a review, okay?


	22. Battle and Bloodshed

She never really liked the dark all that much. When she was a little girl, worried about the Boogie Man, she had insisted on not just one night light, but two. Even when she had grown up, she had always liked the day better than the night. She had had her sun, surf, and sand period, and even in the cities, where she did enjoy the night life, there had always been thousands of lights to keep true blackness away.

Jennifer Walters was in the dark now, and she didn't like it one bit. True, she was the She-Hulk now, able to lift about eighty tons and shrug off a mortar shell, but the other things out there in the dark with her were certainly a lot more deadly than the imaginary monster under her childhood bed.

"Damn," she whispered, "I should have waited for Dane."

She was now two levels below the brig. The first hole she had jumped through had lead to a storage area. A quick look around had revealed another large hole torn through the floor which had led to the area where she was now. While she waited for her eyes to adjust, she tried to remember the layout of the ATV. They had to be close to the ground. This level appeared to be chock full of machinery, which would make sense if they were near the massive treads outside.

"Give it up, Abomination!" She shouted, partially to dispel the silence beginning to smother her and partially to let Dane know where she was. _What was keeping him, anyway? He had been right--_

Something heavy hit her from behind, driving her forward.

"What the hell?" The Abomination couldn't possibly be that fast.

She stumbled a couple yards and tried to regain her footing, but again something fast hit her again, this time in the legs. The blows were powerful, but not truly on the superhuman level.

_About as hard as Cap would hit in practice_, she thought, attempting to grab her attacker.

All she got was empty air as a third precise blow, this time to the back of her head, finally caused her to fall. Her heavy frame actually bent some of the machinery out of shape as she crashed into it. She hoped it wasn't too important.

Now she was angry.

Nothing was hurt as yet except her pride, but enough was enough.

"Cut the crap, Abomination! Afraid to fight me toe to toe?" She twisted awkwardly, attempting to get up.

Hot breath crossed her face in the dark. She froze.

"He ain't the one you should be worried about."

Darkness was replaced with bright white pain as twin sets of claws dug deep into face.

---

Wanda's head nearly exploded.

She had learned the spell from Agatha Harkings years ago, but she had never expected to use it against such powerful magicks. The defensive screen she erected merely blunted Loki's attack rather than actually stopping it, but the hostile energies were deflected enough to allow the heroes to live. As it was, all of them were tossed across the room like the action figures of an upset child and hit the opposing wall.

Iron Man and the Thing were the first to recover. The member of the Fantastic Four tore out a large chunk of the metallic wall his body had already deformed and threw it at their foe, while the Golden Avenger activated his chameleon effect and flew straight at the Asgardian.

The self-styled God of Evil gestured with his hand and the makeshift missile disintegrated. However, in the few instants it took to do this, Loki had lost track of Iron Man. The immortal was familiar with the founding Avenger, but he had never seen the chameleon effect in use before. This ignorance cost Loki when the armored hero slammed straight into him, driving the two of them back through his original hole. The mystical field around his personage kept the Asgardian from serious harm, but it did nothing to stop the momentum of his opponent.

Henry Pym, holding the back of his head gingerly as he got back to his feet, heard at least three more collisions echo from the hole. _Well, that's one way for you to buy us some time, Tony._

_He can't hear you any more, Hank. He's beyond the range of our psi-link, unless you want me to risk further detection?_

Hank was kind of surprised the X-man (_X-woman?_ he wondered, absently) had delegated authority to him. Despite his long tenure with the Avengers, he had never been the leader type.

"I don't think so, Jean," he said, breaking telepathic protocol, as he surveyed his allies. Loki's attack had clearly rattled them. He bent over to see how Wanda was doing.

Fairly shaken herself--Loki had thrown in a nasty telepathic jolt with his assault which was still wracking her brain--Jean decided to let the psi-link go. It had taken years to train the X-men in thought-linked communication, and the Avengers were obviously more comfortable talking. She looked over to Shadowcat. Kitty was on her hands and knees. Whatever the attack from Loki had been, her phased form had been vulnerable to it.

A second too late she realized her mistake.

A large hand clamped around her throat and lifted her off the ground. She never knew if her neck broke before or after Wonder Man's fist crushed her skull.

"My God! Simon! NO!"

Hank's cry only served to draw Wonder Man's attention to him. The puppet Avenger tossed Jean Grey's body aside and advanced.

---

Hundreds of miles away, Professor X felt the death of his student and shuddered violently.

Across the small room, Scott Summers heard his beloved whisper his name a final time and a part of his mind, that special rapport they shared, shut down forever.

Within the vast fortress, Doctor Doom watched the conflict with amused interest. It had taken careful preparation to implant the sensors into Simon William's body, but it was really child's play for one of his intellect. The fail-safe device also installed had been more intricate, but now it looked like he would not have to activate it, after all.

The death of Marvel Girl was excellent, although many of her attributes could be duplicated by Xavier. His files on the X-men had stated that she was the heart of the team and was vital to many of their tactics and strategies. Excellent. The one advantage the "heroes" truly had was their teamwork. However, Doom mused, teamwork was rather difficult if one didn't have a team.

---

"She Hulk?"

No answer from below.

"Jen?"

The Black Knight was crouched near the last obvious hole and peered in. His immediate area was lit by his energy blade. It burned at full power now, flaring almost as strongly as his rage. Janet Van Dyne had been a friend, a teammate, and, for a brief time, something far, far more.

_I'll make them pay, Jan. You will be avenged._

Dane Whitman leaped down into the hole.

---

GOD, I HATE MAGIC!

Iron Man had been trying for the last several seconds to absorb some of the energies surrounding his opponent without success. His sensors told him there were powerful forces protecting his foe, but they could neither identify them nor rechannel a portion into his systems.

They crashed through another wall. Must have been the sixth or seventh, he estimated, but now it appeared that Loki was about to retake the initiative. Since there was literally no way to determine what that Asgardian's magic was going to do to him, except that it was probably going to be painful and/or fatal, he abruptly fired his retros and stopped nearly dead in the air.

Loki, cursing at him in a language that was probably Asgardian, continued forward, smashing through yet another wall and temporarily disappearing from view. _Nice to know that magic doesn't always contradict the laws of physics,_ Tony thought while he quickly backtracked through the series of holes the two combatants had made.

The scene which presented itself to him back in the original room was disconcerting to say the least. Jean Grey was dead. Her head was a pulpy mess, and Shadowcat appeared to be hysterical, bending over the body and weeping. Only a few feet away, the Thing was wrestling with Wonder Man, gradually losing. Ben was trying to protect Hank Pym and the Scarlet Witch, the former apparently trying to revive the latter.

"Ben, back off!"

Veteran that he was, Ben Grimm immediately let go and ducked down. Twin repulsors hit Wonder Man in the chest and embedded him into the wall. Iron Man got behind him and restrained one side of the Avenger, while Grimm got up and grabbed the other. Between the two of them, Simon was contained, and they pulled him towards Hank and Wanda.

"Hank, go get Shadowcat and Jean's body and prepare to use yours particles again," he turned to looked at the Scarlet Witch, whose nose was bleeding profusely. She still seemed a bit out of it. "Okay, Wanda, we are out of time. Loki is coming and Jean is dead. It's up to you now."

"Just give me a few more seconds. Loki's spell--"

"Damn it, Wanda! We don't have any more time!"

Wonder Man began to struggle further. The Thing tightened his grip, "Uh, Shellhead? I can't keep this up much longer."

Indeed, his own strength enhancers were whining in protest. Simon really was up in Thor's class when he put his mind (or someone else put his mind, in this case) to it. "Wanda! This is it. Help us!"

The Scarlet Witch blinked a few more times and then her eyes cleared. With a fierce look of concentration, he raised her hands and cast a hex. A strange aura emanated from her hands and surrounded Wonder Man's head, obscuring it from view.

Suddenly, the aura disappeared, and the Avenger slumped in their grasp. Cautiously, Iron Man and Thing loosened their grip. Wonder Man's head came up, tears streaming from his crimson eyes. They looked straight at Wanda.

"I couldn't stop myself," he pleaded, "I had no choice!"

As they released him, Wanda stepped forward into his embrace and tried to comfort him.

"Shhh," she said, holding his head, "Shhh. It's not your fault."

"I'm sorry!" Simon sobbed, "I'm so sorry!"

"Not half as sorry as yer gonna be!"

The heroes looked. Loki was back, but this time he had teleported in some reinforcements. The God of Evil hovered behind the entire Wrecking Crew and the Absorbing Man.

---

It was almost too good to be true.

Doom watched the scene unfold and took great satisfaction from it. As he activated his failsafe device within Wonder Man, he also opened the communications system.

"Attention, allies of Doom. We have been infiltrated by a small group of the enemy. They are being dealt with as I speak. Stay away from Section Omega until further notice."

His cold, metallic voice paused a few seconds, and then stated simply, "Enchantress, report to me immediately."

Doctor Doom reclined slightly in his command chair, putting his fingers together. What was the adage?

Ah yes, killing two birds with one stone.

---

The glow from the energy blade lit up Dane's immediate area, but left more than enough darkness to allow the Abomination to get close enough to attack. He figured he could take this one. After all, it was just a guy with a sword. The giant gamma-spawned villain threw his considerable frame at the smaller Avenger from behind.

Years of combat in the modern age combined with his extended stay during the Crusades had given the Black Knight nearly two decades of military experience. He had expected an ambush and was ready when he heard the rather heavy breathing of his foe rushing at him.

Borrowing a move Cap had taught him, Dane rolled forward into a ball as the Abomination dove over him and crashed into a support column. The Avenger completed the roll and stood up in one smooth motion. A deft strike with the energy blade left a nasty scorch on his foe's back.

"Ow! You little punk!" The Abomination recovered and turned, towering over the hero. His eyes gleamed menacingly in the eerie twilight provided by Dane's energy blade. "I'll rip you in half!"

The monster darted forward, but Dane ducked under his reach and brought the blade up and into the Abomination's face. The sword sparked and crackled as it literally disappeared into the villain's bestial features, until part of it reappeared through the back of the gamma mutate's head. Dane held the blade in place while his foe convulsed and shuddered as the blade disrupted the villains brain and basically shut it down.

Dane exhaled sharply as the Abomination's unconscious body slumped against his. He twisted carefully and the villain's body slid unceremoniously to the floor. The Avenger wiped his brow.

"Well, that was easy."

"That was just the warm up, hero."

Dane turned, surprised.

Sabretooth grinned, "Time for the main event."

-------------------------------------------------------------------------------------------------

Next Time: The heroes attempt to escape, while the Black Knight simply tries to stay alive.


	23. Wonder Man's Last Stand

_Well, this mission has gone to hell in a hand basket,_ Tony thought fiercely as his pulse bolts bombarded the newly arrived enemies. Loki erected a magical barrier which shielded his allies from the barrage. All except for the Absorbing Man who blundered right into the high density plasma and converted it into his body. Crusher Creel's body glowed with energy as he spun his wrecking ball in a murderous arc, catching the Thing on the side of his head.

The member of the Fantastic Four was knocked into Tony, causing both of them to stumble and fall to the floor. By the time he regained his bearings, he saw the Wrecker's crowbar coming right at his face. He mentally triggered his force field, knowing that it was already too late. The armor should be able to take the hit even though he didn't think his skull would be as lucky.

Surprisingly, the crow bar passed right through him.

"What the hell?" the Wrecked appeared to be as shocked as Tony, but a hex bolt from Wanda knocked him away before he could notice Shadowcat crouched at Iron Man's side.

"Nice save, Shadowcat!" Tony looked at the young girl. He had heard that she had almost shut down during the last battle, but she appeared to be functioning okay for now. _Probably the shock of losing her teammate hadn't sunk in yet_. He knew that it was only a matter of time before it all came crashing down on the kid

"Shadowcat?" The girl looked at him. Her face was ashen. She was going to lose it any second. "Shadowcat--" Tony searched his memory, "--Kitty, right?"

The girl nodded, "Y-yes? W-what should I do, Iron Man?"

Tony spared a couple seconds to take in the scene.

The Thing was back up and doing pretty well against Piledriver and Bulldozer. Both of those members of the Wrecking Crew were super strong, but a far cry from Ben's class. Wonder Man was grappling with the Absorbing Man and holding his own. The Wrecker had recovered from Wanda's hex and was charging at them again. Hank had enlarged a couple of energy rifles and blasted Thunderball back through the opposite wall. Loki appeared content to watch, letting his minions do the dirty work, although that could change any second. Wanda was standing over Marvel Girl's body concentrating on something, probably getting ready to counter whatever Loki was planning.

Tony knew that they had to get out of there. They had retrieved Simon, but at great cost. However, if they didn't extract themselves, Jean would only be the first to perish on this mission. _Time to go_.

He took a moment to blast the Wrecker with a double repulsor ray, smiling with grim satisfaction as the leader of the Crew was slammed into the far wall, "Okay, Kitty, get by the Scarlet Witch and Dr. Pym. Protect them with your phasing and get ready to move out."

"We can't leave Jean!" she cried.

"We won't. Hank will shrink her body along with the others. Just protect them. Without them, none of us are getting out of here."

The girl nodded and ran to his fellow Avengers.

By this time, the Thing had subdued both Piledriver and Bulldozer, getting them in twin head locks. Simon had also managed to land a powerful blow to Creel and send him flying towards Loki, who merely gestured and deflected the villain harmlessly away from him.

_Maybe we'll be able to pull this off after all,_ Tony thought.

He was just about to voice his orders when Simon screamed in pain and doubled over. Tony shot a quick glance at Loki, but Asgardian didn't seem to have cast any spells, "Simon, what's wrong?"

Wonder Man looked up, entire body quivering. Simon's eyes brimmed over with excess crimson ionic energy, "It's my body! Something's wrong! I can feel the energy within it overflowing. You've got to get out of here!"

_Geeze, this guy's quick!_

Dane parried another blow from his opponent. The energy blade was hurting his foe, but the mutant was moving too quickly for him to get in a clean strike. The darkness wasn't helping matter much either.

Sabretooth lunged at him again.

Dane managed to block most of the strike, but the claws still managed to connect. His chain mail blunted their impact, avoided a possibly fatal wound. As it was, the villain had drawn first blood.

Sabretooth brought one finger to his mouth and lapped up the crimson liquid on his sharp nail, "Mmmm. Tasty!"

"You're sick!"

"Tell me something I don't know, hero. Why don't you give it up? I promise to make it quick."

"Where's She-Hulk?" Dane demanded.

The mutant laughed, crouching for another strike.

"Let's just say I did some cosmetic surgery on her."

Dane's stomach fell, as his eyes widened.

Sabretooth grinned, "Don't worry, Avenger. I did a great job. You won't even recognize her!"

With that, the feral mutant leaped.

The Black Knight recovered from his shock a second too late. The mutant slashed at his wrist, severing the tendons and causing him to let go of his sword. Sabretooth followed up with backhand to the face.

Dane's helmet caught most of the blow, but his head still reeled. He was trying to unsheathe the Ebony Blade, but his hand wasn't working. He attempted to stop the bleeding and was knocked to the floor before he could even accomplish that.

Something heavy landed on his back. Dan gasped, searching vainly for the energy sword with his other hand. His questing fingers touched nothing but the cold floor.

"Forget it, punk," Dane felt Sabretooth's hot breath near his ear as the mutant tore off his helmet, grabbed him roughly by the hair, and pulled his head back, exposing his throat.

Dane closed his eyes.

A harsh guttural voice came from the other side of the room.

"I thought I smelled some garbage down here."

Dane cracked open his eyes as Sabretooth paused.

"Wolverine!" he gasped just before his head was slammed into the floor and he found himself lost in the inky darkness of unconsciousness.

The armor's sensors confirmed what Tony had suspected. A chill went down his spine as he struggled to find his voice. Someone had implanted some kind of regulator in Simon's body. Normally, his ionic energy was contained by his unique physiology, but the device had somehow managed to remove those natural fail safes. Now the energy was surging beyond Wonder Man's ability to control.

"Simon--" He began.

"Don't bother, Tony," his friend gasped, the crimson energy beginning to exit from his nose and mouth, "I know what's happening."

"Come with us! Maybe Reed and I can somehow stabilize--"

Simon Williams tried to smile, but the pain was too intense.

"It's too late for that, Tony. Get out of here."

"I don't know what kind of trick yer tryin' to pull, but it won't work! Yer all gonna--" The Wrecker's outburst was cut off by the hurled bodies of Bulldozer and Piledriver.

"Shut up!" Thing shouted. He then began ripping up chunks of floor and throwing them into the assembled villains, buying his teammates the time they needed to organize a retreat.

Hank shrunk Shadowcat and Marvel Girl's body and joined them, while Wanda came up and touched Simon's face. The energy seemed to ebb somewhat, as her hex power momentarily quelled the reaction.

"Simon, I tried to stop it, but the battle's taken too much out of me. I can't t--I can't stop--" she burst into tears.

"Wanda, it's okay. You couldn't have known," the Avenger grimaced again, as the energy surged once more, "Now, please. . . go."

"I love you," she whispered, embracing him violently.

Simon merely nodded, running a hand through her long, auburn hair. Then he gently pushed her back. Pym touched her and she shrank out of sight.

"Simon . . ." Henry began.

"Take care of her, Hank. She's lost so much," Simon said quietly, grasping his teammate firmly by the shoulder.

Iron Man ordered Thing back to the group, blasting away with his repulsors to provide cover. Grimm moved backwards, clapping Simon on the back, "Good-bye, old buddy."

Simon nodded as Pym shrank himself and the member of the Fantastic Four. Iron Man picked them up and secured them in his storage pod. He turned towards Simon.

"Wonder Man shook his head. The energy was beginning to swell again. Whatever stopgap measure Wanda had attempted was failing completely now.

"There's nothing left to say, Tony. Just do me a favor."

"Anything, Simon," Tony felt the strange sensation of being phased. Shadowcat was following the planned extraction strategy.

"Win this thing."

Iron Man nodded.

His boot jets lit and carried him through the roof. He only hoped he could get out of range in time. Shadowcat's phasing might protect them, but he wasn't about to take that chance.

The question was, just how much time did they have?

"So, your friends have abandoned you again, Wonder Man!" Loki sneered, gathering his energies. The Wrecker and Absorbing Man were standing in front of the Asgardian, braced for a final assault. Thunderball was checking on his fallen comrades, who appeared to be out of the fight.

"You don't even know the meaning of that word, Loki!" Wonder Man shouted, as he moved towards the group with determined strides, "I'd die for my friends. Who's willing to die for you?"

The ionic energy began to cascade. The Avenger was now cocooned in a crimson sheath, radiating his power in all directions.

"I don't like the look of this," Wrecker muttered. He turned towards Thunderball, "Eliot, grab Henry and Brian and let's get the hell out of here!"

"YOU WILL STAND YOUR GROUND, LACKEY!" Loki thundered.

"Stuff it, Loki! I ain't gonna be your cannon fodder!" The Wrecker began to back off.

"Hah!" the Absorbing Man sneered, "Take off, wuss! I'm just gonna absorb this wimp's energy and wipe the floor with him."

The villain stepped forward and reached for the approaching Avenger.

"C'mere punk!"

"Gladly, Creel," Wonder Man said grimly as he grabbed the Absorbing Man's arm, "I've got plenty to spare."

At first, Crusher Creel smiled as the energy built within his body, but after a few seconds his eyes began to widen and the smirk disappeared.

"Hey, leggo!"

The Avenger embraced his foe with both arms, effectively locking the two together, "I'm just getting started."

Creel began to struggle, terror growing within him.

"Let go of me! It's too much! Lemme go, you sonovabitch!"

Wonder Man continued his hold until the villain glowed as much as he did. The Absorbing Man's struggles began to weaken as the energy built within him, overwhelming him completely. Across the room, the Wrecker swore as he ran for the exit. An instant later, the energy reached Creel's limit, and the man passed out from the strain.

All of the energy he had stolen was released in one massive explosion. Everything was blotted out for an instant, lost in a crimson wash of raw power. When the air finally cleared, only Loki and Wonder Man were still standing amid the rubble. Even the god seemed to have been staggered.

"Now it's down to you and me, Loki."

The floors literally flew by him, as Tony guided his armor towards the nearest exit. At one point, he even passed through a very startled Crossbones, before continuing on through the ceiling.

It was odd there weren't more villains closing in on their position, unless of course Doom was purposely keeping his allies clear. Which he wouldn't do unless . . . he knew what was happening to Simon. Or perhaps had caused it. Someone had implanted that device and only a few of their foes had the intellectual capability to do it. It had to be Doom.

Another Avenger's blood was on that madman's hands.

Tony swore there would be a reckoning.

Wonder Man's energy levels had faded significantly, but already he felt them building back up. Creel had bought him a little more time and he intended to make the most of it. He charged at the Asgardian.

"You fool!" Loki shouted, flying towards him through the air, mystical aura flaring from his fists, "I shall destroy you with my own hands!"

Both men collided, the impact shaking the room. Bits and pieces of the already weakened ceiling began to crack and fall. Wonderman was actually driven back to the floor, with Loki on top of him. The Asgardian held his foe to the ground with one hand, and raised the other in a fist brimming with awesome magical power.

"I am a god, mortal! Don't you know what that means?"

He brought the fist down in a lethal arc.

Wonder Man caught it easily, crushing the hand.

"Yeah, I know what it means," Simon said, grabbing the wincing Loki and landing a vicious blow to the face, "It means I don't have to feel bad about killing you."

Wonder Man stood over his foe, his energies filling the entire room. He felt them surging past all control. There was no turning back now.

"See, I've died before, Loki. I know what it's like. I would have liked more time to live, but few people even get a second chance so I can't complain."

Loki began to mutter the incantation to some kind of spell, but a quick kick in the gut silenced him once again. Under normal conditions, Wonder Man was in Thor's class, but now he was many times stronger. Blood flowed freely from the Asgardian's nose and mouth, as shattered ribs pierced internal organs.

"I've been manipulated by people like you ever since I became Wonder Man. So it's only fair I get to take one of you with me."

He grabbed Loki and hauled him up to his face.

Loki's eyes glared at him.

"You dare?" he managed to whisper.

Simon smiled, as his body began its final surge.

"You still don't get it, do you?" Wonder Man gasped, feeling his insides exploding outward, "I'll see you in Hell."

The energy flared, destroying both of their bodies.

The Enchantress arrived just before the final destruction. She had her orders. She had underestimated Doom and had now paid the price. Her only chance was to obey or he would turn the others against her.

She touched the bodies of the Absorbing Man and the Wrecker, murmuring an arcane spell. Both of them disappeared, teleported to the relative safety of the opposite side of Doombase.

She nervously attempted to locate the others. She spotted Thunderball and was in the middle of the spell when the final ionic blast hit. She instinctively teleported both of them, leaving Bulldozer and Piledriver to their fate. She hoped Doom would be satisfied with three.

High above Doombase, Iron Man paused to look back.

For a moment, the huge edifice stared back somberly, its dark metallic surfaces seeming to absorb all light. Then, a section of it exploded outward with a bloody scarlet burst of ionic energy. From this distance, it almost looked like some spectacular crimson Fourth of July firework.

The eerie part was the total silence. There was no noise as the reaction consumed everything it touched, leaving a huge spherical gap that was easily hundreds of meters in diameter. Nothing was left in its wake as the sum total of all that had been Wonder Man was released, expanded, and finally expended.

A few seconds later, the light was gone, as if it had never been. A vast empty space in the middle of the fortress was all that served as a marker for the grave of Simon Williams.

Tony Stark turned away and began a long, silent journey back.

-------------------------------------------------------------------------------------------------

Next Time: As the war begins to spiral out of control, the heroes attempt to adapt to the escalating carnage. Plus a new front opens up: Denver.


	24. Repercussions

The sun was rising in the east, burning away the dew and morning mists. The early rays set aglow the adobe-like structures the aliens inhabited, as the strange villagers began another day on their new home world. If not for the imposing 80 foot figure of Galactus standing silently on a nearby hill and the massive ATV parked at the other end of the small assembly of domed buildings, one could almost compare this to any number of pastoral scenes.

A cool morning breeze wafted across the plain surrounding the village, and caressed Peter Parker's face. He was crouched atop the largest of the odd structures, mask off, watching the alien sunrise which so exactly mimicked those he has seen a thousand times before. He sighed and wondered if he would ever see the real sun rise again.

Things were not going well with the war. Wonder Man, Marvel Girl, and the Wasp were dead. The She-hulk was in stable condition in the ATV's medical bay, along with Storm, who was still in some kind of coma. The damage Sabretooth had inflicted on She-hulk was pretty severe, but Reed believed that the medical technology at their disposal would heal her with time.

_At least Jen will be the last person that maniac will ever harm_, Peter thought, which of course was the problem. A line had been crossed in the depths of the past night, a boundary that threatened to split their alliance in two.

By the time the rest of them had gotten there, Wolverine had had the situation pretty much in hand. Both of the combatants were torn to shreds and covered with blood, but the X-man had come out on top. To Peter it had looked like both foes should be dead, but healing factors were a wonderful thing. He himself had a mild one. It only really asserted itself during major injuries like broken bones, and at best it decreased his recovery time to about one-third that of a normal person.

_Light years away from those two._

Wolverine had done a number on Sabretooth, but had left him alive amazingly enough. They were in the process of transferring both prisoners back to the brig when they had heard from Professor X about Marvel Girl's death. It was then that Wolverine just snapped.

He literally went berserk.

Before anyone could stop him, he used his claws to decapitate Sabretooth and eviscerate him at the same time. It took Cap, Thor, and his own combined strength to keep the wild-eyed X-man from slaughtering Abomination as well. Finally, Professor X was able to calm Wolverine down, but of course it had been too late.

The look in Captain America's eyes at that moment had nearly broken Peter's heart. It was as if the Avenger had aged twenty years in an instant. Peter had tried to talk to him, but the Living Legend brushed him off and walked away.

That was six hours ago.

Peter decided to web to another building. He extended his hand, about to give the quick double tap on his web shooters, when he thought better of it. His current cartridges were about half full and he only had two sets of spares left. Considering he was already into his first set of spares since he had arrived, maybe he'd better conserve.

The young hero stood, ran across the curved roof and leapt out into space just before the slope had become completely vertical. His body arced upward, tucked into a ball at the apex of the leap, and came down stylishly about two-thirds of the way up on a smaller structure nearly 20 yards away. Peter spread himself out so that all four limbs attached to the wall simultaneously. Like his namesake, the man crawled easily to the top of the building and crouched.

As the village welcomed the new day, Peter once again put on his friend's mask. Idly, he thought about why he bothered. If things didn't turn around soon, his secret identity would be the lest of his worries.

_It just may be, Matt, that you got off easy._

---

He had never liked war.

It was an odd sentiment coming from a so-called Super-Soldier, but nonetheless a true one. In the beginning, war was easy enough to understand. His country and its allies were attempting to stop some madman's attempt to enslave and destroy any who stood in the way of his deranged destiny. His country had been attacked without warning and had called him and the others of his generation to defend their way of life and help other nations defend theirs.

He still remembered that day he went to volunteer his services for the country he loved. His mother had cried that morning and begged him not to go, but he was determined. To this very moment, he recalled the total bitterness and despair he had felt when the Army rejected him due to his frail body. But someone there must have seen the depth of his patriotism, for a few weeks later he was asked to participate in a very special project. A project which would change his entire life forever.

In fact, sometimes he wondered if his life hadn't really begun not when he was born, but when he was injected with the serum and bombarded with the Vita-rays. Everything changed that day. He gained nearly 200 pounds of muscle, the reflexes of an Olympic gymnast, and over a foot of height. In short, he became the perfect physical specimen of the human male. Once that physicality was combined with his intensive training and indestructible shield, he truly was the ultimate fighter.

In the beginning, it was easy. The Nazi's and the Japanese were the enemy. He killed when he had to as a soldier, but never as Captain America. It was kind of odd, actually. When he entered into battle as Cap, he never carried a gun, not even a sidearm. His shield and fighting prowess were always enough. He even felt guilty when the ricochets off his shield struck down those who were firing at him. He never really thought about it much. He had just been brought up that life was precious and that to kill was wrong. This belief was as much a part of his being as his blue eyes or blond hair or his dedication to the American Dream.

After his rebirth, when the Avengers had fished his frozen and suspended body from the icy waters of the North Atlantic, he faced a new world. A world where life was not as sacred, where one's country wasn't always right, and where there were fewer and fewer things that could be seen in black and white. A world which drowned in shades of gray.

Faced with this strange reality, he had clung to his convictions even more. No matter how vicious his opponent, no matter how vile their deeds, no matter what the situation, he would not kill. Killing was wrong. It was the ultimate and irreversible judgment and he would have no part of it.

But now . . .

"Steve?"

Captain America turned toward the voice.

Diamondback approached from the doorway to the observation deck of the ATV. She joined him, silently watching the village below begin to stir. She knew he had spent the last three hours standing out here alone. No doubt trying to figure out what to do.

"Steve, are you okay?"

He looked away, back towards the sun which had now cleared the horizon and was rising steadily into the mostly clear sky.

She hesitated, a few feet from the man she loved. Desperate to somehow help him.

"Steve?" she tried again.

No response.

"Do you . . ." she began, "Do you want to talk about it?"

A sigh.

Nothing more.

She came up next to him and put a hand on his shoulder.

"Steve, please don't shut me out. Not now. Not like this."

He turned to look at her, tears welling in his eyes.

"Rachel . . ." he whispered, embracing her tightly.

"Shhhh," she murmured, trying to comfort him, "Shhhh. It will be all right. Everything's going to be all right."

If only she could make herself believe that was true.

---

"He's a murderer!"

"Now, come on, Torch. That's a bit extreme."

"No, it's not, Cat," Johnny Storm retorted, "He killed Sabretooth in cold blood!" The young man pushed his plate away in disgust. "For crying out loud, Cat, he cut off his head!"

Felicia did her best to down the vaguely citrus-tasting beverage that constituted her breakfast, and wiped her mouth. "I think he did us a favor. One less villain to worry about."

"I can't believe you'd say that! What he did was wrong! " Johnny pointed outside the mess hall, "There's plenty of room in the brig. That guy needs to be locked up."

"Maybe all the mutants need to be locked up, eh, sugah? Away from all you normal folks?"

Black Cat and Johnny Storm turned toward the new voice.

Rouge and Nightcrawler stood in the doorway.

"Maybe you should be Rouge," the Torch replied, standing up, "I heard all about your battle with the Avengers."

"Johnny . . ." Black Cat hissed lowly.

"No, Cat. Stay out of this."

"If you heard about the fight, then you know how easily Ah could take you down," the Southern mutant stepped closer, clenching her fists.

"I'd love to see you try," Johnny Storm burst into flames.

"ENOUGH!!"

A deep baritone voice rumbled through the chamber.

All four of the heroes turned toward the other doorway.

The Norse God of Thunder filled the entire entrance, loosely holding his mystical hammer. He steely gaze bore into each of them, forcing both Rouge and the Human Torch to look away guiltily.

"'Tis madness to fight amongst ourselves, when so many valiant warriors have sacrificed themselves in battle. Yon display hath dishonored the fallen and Thor shall not allow it. If thou crave combat, then thou shall battle the Odinson." The immortal took another step forward, clenching his hammer tightly.

A long moment passed.

Black Cat cursed and made ready to dive below the table.

The two X-men stared at the Asgardian until Nightcrawler reached up to touch Rouge on the shoulder, "Come on, Rouge, let's go."

With no sign of disagreement evident from his companion, the ebony-hued mutant teleported the two of them out of the mess hall. As the sulfur cloud slowly dissipated, the Human Torch allowed his flames to die. Without a word, the young man stormed out of the room, leaving a very nervous Black Cat with arguably the strongest member of the their team.

"Umm, thanks, Thor."

The god did not respond, but stepped forward to the table, laying his helmet and hammer upon the polished alien surface. Hastily, the woman moved the leftovers of the Torch's meal out of his way as he sat down.

"Black Cat, is it not?" Thor asked, his eyes still troubled.

"Yeah--I mean, yes! Sir. Yessir," Felicia was currently trying to decide if she should sit down again or make a break for it, "Uh, my friends call me Cat. You can call me Cat. That is, if you want to."

"Very well, Lady Cat, if thou wouldst be so kind as to operate yon machines, I've been without sustenance for almost a day."

"Oh, uh, o-okay. No problem," she walked over to the food prep machine, eager to have something else to focus on, "Anything specific you have in mind? Eggs? OJ? I make killer waffles. . . back on Earth, anyway."

"Oh-Jay?" Thor asked, "What is Oh-Jay?"

"It's orange juice. You know, a fruit drink?"

"Ah! Mead! I understand. Lady Cat, if thou couldst create a stout ale and some venison, the Son of Odin wouldst be most grateful."

_Oh, boy._

_---_

"Hank?"

The name echoed across the metallic chamber, bounced around the various computers and equipment and came back to Tony Stark as cold and lifeless as the surface of the armor he wore.

"Hank, are you in here?"

The armor's sensors had already picked up the biosignature of Henry Pym, of course, and had pinpointed his location, standing next to a row of lockers along the far wall, but Tony wanted his friend to acknowledge himself of his own violation. Given Hank's history with mental problems, they had to allow him the chance to deal with this on his own. Jan had been close to Tony, even more than a friend at one point, but the Wasp had been Henry Pym's wife. Their divorce had been messy and at times ugly, but in the past few years a reconciliation seemed to be in the works. Tony and some of the other Avengers had wondered if there would be another wedding at some point in the future.

Whatever future they might have had together was gone now, as savagely torn apart and mutilated as the Avenger's body had been.

_My God_, Tony mused, _Clint, Vision, Simon, Jan . . . all dead. Jennifer hospitalized. This war has cost the Avengers more than all of our other battles combined. _

He brought his mind back to the matter at hand. "Hank?"

He took a couple steps into the lab. His engineer's mind took in the machinery, realizing it had been used recently. A worktable revealed the remnants of circuitry and scattered tools.

"Hank, you've been down here almost 12 hours. You missed the ceremony for Jan . . ." Tony walked around the generator that dominated the center of the room and finally came face to face with Henry Pym.

Or what used to be Henry Pym.

An insect stood before him. An armored, towering robotic insect, with six limbs and large semi-transparent wings, partially sheathed under metallic plates, yet humming with power. The massive frame was at least eight feet tall, its shining surfaces reminding Tony uncomfortably of Ultron. The multi-faceted eyes seemed to lock onto him, and the sharp mandibles clicked open.

"HELLO TONY. MEET THE NEW YELLOWJACKET."

---

The arid green scrub land abruptly gave way to a yellowish ocean, no doubt composed of some kind of acid, since its waves were literally eating away at the neighboring emerald shores. Kang's onboard computer added the ocean to the memory banks, tabulating a running total of 184 different worlds so far on the Beyonder's patchwork quilt of a planet.

The warlord from the future wasn't concerned about this particular aquatic section, however. There was another, much more interesting, piece of terrain just over the horizon.

Kang switched on the auto pilot and left the cockpit. It was time to brief his team. As the door to the passenger compartment opened, Kang looked with disgust upon his soldiers.

The Taskmaster was leaning back in his chair, feet up on the edge of a couch, cleaning his weapons. Sprawled out asleep on that same piece of furniture, was Goliath. Pacing back and forth nearby, was the reptilian Lizard, hissing softly to himself. Only the White Queen, standing near the door he had entered, acknowledged his presence immediately.

"Are we almost there, Kang?"

"Yes," And then louder, "I need your attention."

The Lizard turned, while Taskmaster poked Goliath awake.

Kang had to let the urge to disintegrate the three of them right then and there subside within himself before he spoke again. No matter the era, cannon fodder was cannon fodder, and superior beings such as himself had to deal with their general worthlessness until they could be properly sacrificed in battle.

"We will be approaching the section of Denver within the next 30 minutes. Our secondary objective is to terrorize the populace and capture several of them for use as hostages and experiments similar to those done on Titania and Volcana. There may also be other resources in the city we can exploit."

"Borrrring . . ." Goliath yawned, "I thought we'd have some excitement."

"Our primary objective . . ." Kang said, each syllable cutting the air with an edge of dangerous annoyance, ". . . is to arrange the release of Sabretooth and Abomination from the enemy camp."

"And how are we going to do that, Kang?" Emma Frost asked politely, hoping to cut through the tension in the air. She certainly didn't want to be caught in the middle of a fight within these cramped quarters.

"Doom is going to send an ultimatum to Captain America shortly after we reach Denver. The heroes will transport and release them into our custody within four hours."

"And if they decline to do so?"

"We will level the city and kill everyone within it."


	25. A New Front Opens

The glass broke easily enough under the weight of the trash can. They flinched for a second, waiting for the alarm to go off, but quickly remembered that the power was no longer on. Emboldened, the four men climbed rapidly into the store front and began to ransack the place.

"Forget the money," the leader said. He was a large man, balding and sporting an unkept beard, "It ain't worth crap, anymore. Grab the generators and the tools. Lenny, see if there are any guns in the sporting goods section."

"Sure thing, Brian."

Brian turned towards the other two men, "Sal, get the foodstuffs. And not just junk food. Rob, grab the jewelry and watches. We can probably barter them. And hurry it up. There are still some cops trying to do their job."

Brian turned toward a large case, brought up his glove covered fist and shattered the glass that protected its contents. He cleared away the broken shards and began to take out cartons of cigarettes. He was just about done stuffing them into his coat, when someone tapped him on the shoulder.

"That's really bad for your health."

Brian turned, "What the hell?"

A woman was in front of him. She was about five and a half feet tall, with long, flowing reddish hair and an athletic, graceful body. She was dressed in a skin tight body suit; the main portion black, with the limbs of the costume white. She was partially masked, although her lower face was uncovered and revealed her to be Caucasian. The center of her body was covered by a stylized white spider, whose legs extended out of sight around her torso. But the stranger's unusual garb was not what riveted Brian.

The woman was upside down.

He slowly looked upward and saw that her feet were attached to the ceiling of the store, just as simply as his were resting on the floor.

"That's impossible!"

"Oh, please," the woman said, grabbing him with one hand and effortless lifting him off the floor, "With all that we've seen in the past few days, a little wall-crawling strikes you as impossible?"

"Let me go! Let me go, you freak!"

The woman sighed, backhanded the struggling man with her other hand, and dropped the stunned thief. Brian slumped to the floor in a heap, knocking into the display case. Cartons of Marlboros and Camels went everywhere.

"What was that?" Someone shouted from the rear of the store.

The woman bent back towards the ceiling and made her way on all fours towards the sound of the voice. When she reached a convenient aisle, her brow furrowed in concentration, and a strange, wispy substance began to form at the end of the aisle, crossing and interconnecting until a maze of thin strands blocked egress toward the front of the store.

Seconds late Sal and Rob blundered right into the trap.

"Hey!"

"What the--"

Something grabbed both their heads and smashed them together hard enough to knock them both silly. The two men hung suspended in the aisle like flies stuck in a web. For that was exactly what it was. The woman stopped concentrating and the psionic webbing disappeared, allowing both men to collapse to the floor.

She dropped lithely next to them, and crouched to see if they were all right. She was getting a handle on her strength, but was still relatively inexperienced. She certainly didn't want to kill anyone.

A shotgun blast nearly took off her head.

"Nice trick, bitch. Time to die."

Lenny cocked the rifle and fired again, but the woman was gone.

"Where did she. . .?" He fumbled to reload.

Something monstrously strong reached out from behind him, grabbed the shotgun, and bent it in half. Lenny's eyes widened as he spun around, reaching for the pistol in his belt. A swift kick to the gut nearly sent his insides out his back, as the force of the blow tossed him out of the aisle and onto a checkout counter. As he lay there, arms and legs dangling towards the floor, gasping for breath, he heard the woman approaching.

"You tried to kill me," the woman said softly, as if she couldn't believe it.

Lenny groaned as she roughly pulled him up to within inches of her face.

"You scum," she spat through clenched teeth, "You son of a bitch! Do you have any idea what you almost did?" She shook him like a rag doll.

"Do you?" she demanded.

"Please, lady!" the man gasped, as he began to vomit.

She pushed him away from her in disgust. He collapsed back onto the counter, losing his meal and groaning quietly. The woman watched him a few seconds, trying to calm herself down. If she was going to do this type of thing for real, she had to be ready to deal with the risks, both to herself and her daughter. Should her sense of responsibility to use her abilities for the greater good outweigh her own responsibility to her child? Was stopping some looters worth the risk that her beloved Rachel would grow up motherless?

"Freeze!"

The woman in the black costume turned to see a single police officer pointing a gun at her. The cop couldn't have been much over 20, and the revolver was visibly shaking.

"Step into the light!" the young man's voice ordered.

"Relax," the woman said, moving forward carefully, hands in view.

"Oh!" the officer said, once he saw who it was, "It's you!"

"Mind lowering the gun now?"

"What? Oh, sure," the man flushed and holstered the weapon, "Sorry about that, Spider-woman. But you know what it's been like around here."

"I certainly do. There are four looters here for you. Any room left in the cells?" Spider-woman effortlessly dragged the other two criminals to the front of the store, while the officer handcuffed Lenny, pulled him unsteadily to his feet, and followed her.

"Not much. I wish the Avengers would come here and help out. We sure could use it. Every day it's getting worse." He stopped next to her, looking out at the street, "You've been a great help, though. All of the guys want to thank you for what you've been doing."

"I appreciate it, but most of the credit goes to your force, officer. . ." she looked quickly at the man's uniform, ". . . Radder."

Radder stepped outside to his police car. It was the only vehicle on the street in this particular section of the transplanted city. Spider-woman easily carried all four of the looters out to the car, while the officer unlocked it.

"What I don't understand, Spider-woman, is why you didn't want us to tell that Captain Marvel lady about you. I mean, if there really is a war going on, they could probably use your help."

Spider-woman helped Radder load the men in the back of the car. She thought again of Rachel, billions miles away, thankfully visiting her ex-husband in Boulder instead of trapped here.

"I have my reasons, Officer," she said coolly.

Just as they finished loading the men, a loud rumbling approached from the sky overhead. Suddenly a ship rocketed into view, passed them, and began to slow as it approached the center of the city section.

"What was that?" Radder asked, watching the ship lower to the ground and disappear behind the buildings.

"Trouble," Spider-woman leap to the wall and began to climb, "Better radio the station, while I check it out."

"Hey, be careful!" The officer shouted behind her.

Rachel's smiling face bubbled up from her memories.

_You better believe it. _

---

By the time the young woman reached the park area where she had determined the futuristic vehicle had landed, her worst fears had already been confirmed. Several nearby buildings were damaged, including the precinct headquarters of this quasi-city's beleaguered police force. Most of the destruction seemed to have been caused by a giant man in a brown uniform. Even now, he was finishing crushing two patrol vehicles between his massive hands, a look of malevolent glee on his partially masked face.

_Obviously, these aren't the good guys._

As she carefully crept closer, she noticed to her surprise that there was little screaming or panic. In fact, quite of few of the civilians were simply standing there, as if in some kind of trance. As she watched, crouching behind a chimney, twenty of the citizens of this abducted section of Denver moved smoothly into a square of humanity four rows by five. It was as if they were all puppets performing formations.

_Mind Control? _

She knew there were beings back on Earth with such powers, but she wasn't aware any of them had been kidnapped into this conflict. Of course, her daughter knew more about the various mutants and marvels than she did. Until her . . . metamorphosis . . . she had paid about as much attention to them as she did to the rosters of the NFL teams.

_This is a crappy time for on the job training._

She noticed that there were five of them upon further inspection. The giant, an athletic man covered with various weapons, a blond woman with _really _bad taste in lingerie, an armored man(?) in purple and blue, and a walking, humanoid reptile. The last she recognized as the Lizard. She thought he was normally a scientist of some kind, occasionally trapped in this bestial form, similar to the more famous incredible Hulk.

One of them had to be a mind controller. That would be the one she should take out first. But she had to be careful. She was badly outnumbered and literally had no idea who she was up against. So far, no one had been killed, but that could have been mere luck. She'd picked her time carefully, unless she was forced to attack.

Her lithe, black form glided easily into the darkness of the alley as Spider-woman left the roof.

---

Kang was the master of all he surveyed, and it nauseated him. The master of time reduced to a mere mission leader? And what paltry resistance! It had taken his underlings (he refused to consider them teammates) less than 10 minutes to subdue the police force, the only potential local "threat" to this operation.

His armor's sensors still detected no sign of the heroes. No matter, they would appear soon enough and he'd finally have a challenge. Would it be too much to hope that Captain America himself would arrive?

"Kang!"

"What is it, lackey?" he said, annoyed to have his thoughts disturbed.

"Don't get all high and mighty with me, Kang," Taskmaster responded, "I've had more successful run-ins with the Avengers than you have, so you don't impress me. However--" he added quickly as Kang locked gazes with him, "that's not the point. Here's the ranking officer you requested."

Taskmaster shoved a bloody man in front of the Warlord of the Future, "He was a bit frisky so I had to educate him."

Kang's sensors analyzed the police officer. Taskmaster's lesson had included three broken ribs, a broken nose, and a possible concussion. The fact that the man was still standing bought him a touch of Kang's respect.

"Captain," the warlord stated, noticing the man's rank, "I am Kang the Conquerer. This city is hereby under the control of my forces. You will broadcast to your citizens to surrender immediately and converge upon this park."

"Or what?" the captain replied, only partially able to mask his fear.

"We will hunt down and execute each and every one of them."

The captain's eyes widened, "You wouldn't!"

Fierce, emotionless eyes locked with the police officer. "Please test my resolve, Officer. I could use the entertainment."

The captain was silent.

Kang began to become annoyed. Silence was not capitulation, and therefore a sign of resistance. Very well. The hard way, then.

Kang reached out to grab the captain, but he was no longer there.

"What?"

"Everybody run! I'll keep them busy!"

Twenty feet to his left, releasing the captain she had swept up when she had leaped between himself and Taskmaster, a black and white clad woman with long auburn hair stood to confront them.

"Nobody's dying on my watch, monster."

"Fool," Kang replied, "You won't even be able to save yourself."

---

_I just hope we can get there in time_.

Although the thought of being too late was almost ridiculous to a being capable of traveling at the speed of light, it was a reality in this situation. Less than five minutes ago, Cap had informed his teammates of Doom's ultimatum. Two minutes ago, he had ordered her to scope out the Denver sector while he gathered a team to accompany her with Abomination to the site. Most of that time had been spent changing into her costume. The actual trip to the city was over in a fraction of the second. In her excitement, she actually overshot the site.

Microseconds later, she was on the scene.

Captain Marvel's worst fears were unrealized. There was no pile of bodies and blocks of destruction. In fact, the damage seemed to be contained to a few buildings. No one appeared to have died yet. The enemy appeared to be Kang, Goliath, Lizard, Taskmaster, and . . . White Queen. Cap's mandatory studies of the enemy were coming in handy. Time to update her team.

About a second later she was in front of her leader.

The Living Legend listened to her report.

"Okay. I've sent Hulk, Spider-man, Black Cat, Torch, and Beast out on a transport. They should arrive in less than ten minutes. Go ahead of them and stay on top of the situation. Beast is in charge."

"Are we going to give in to their demands?"

"We are going to preserve life. Hank will handle the negotiations."

"Yes, sir."

Another half second returned her to Denver and an entirely different situation. Now a full pitched battle raged in front of the police station between the villains and a single woman. Monica had never seen her before, but she was clearly in the "business" with a dynamic costume and abilities to match.

Currently, the mystery woman was completing a spectacular leap over an attacking Lizard and between the legs of Goliath. Before the ionically powered colossus could bend down to grab her, a strange translucent substance materialized around his legs and toppled him.

She certainly has some nice moves, Monica admitted, but she had to wonder how long the stranger could hold out against five bad guys.

It turned out to be only a few seconds longer, as the woman suddenly collapsed, holding her head. From her vantage point, Monica quickly realized the woman was the victim of a mental attack from the White Queen. As the Taskmaster closed on the helpless woman, the Avenger quickly made up her mind to enter the fray.

A relatively weak blast shocked the female mutant, releasing her telepathic hold on the stranger. Monica didn't want to risk a stronger attack since she believed the White Queen's physical abilities were strictly human. She wasn't quite as gentle with the Taskmaster.

"What the hell?" her opponent exclaimed, barely deflecting her energy beam with a move obviously stolen from Captain America at some point in the past, "Kang! I think we have company!"

"I am well aware of that fact," the Master of Time replied, and then his voice boomed through the amplifiers of his armor, "Captain Marvel! Cease and desist! Or I will be forced to exterminate each and every one of these pathetic beings you hold so dear!"

Monica paused. She didn't doubt Kang and his allies would be capable of such an act, but it was possible she could stop them all in time. Unfortunately, the White Queen must have been tougher than she thought, for although the strange woman was free of her manipulation, the nearby civilians still seemed to be under some kind of thrall.

She weighed her options and came to the unhappy conclusion that she couldn't risk their lives alone. If any of them were killed because she jumped the gun, she would never forgive herself. Perhaps Cap could have thought of another way, but she was still relatively new to the business.

"Okay, Kang, you win. Don't harm them."

She allowed herself to manifest visually in holographic form. She would look normal to them, but any physical attacks upon her would pass right through her harmlessly. Telepathic attacks were another story.

"Kang!" White Queen demanded, "Allow me to lobotomize this witch!"

"Silence, woman," Kang's mask could not conceal his annoyance, "Captain, surely you are not the one sent to negotiate?"

Monica decided to stall for time, noticing that her strange ally was watching the exchange guardedly, but not interrupting, "Sorry to disappoint you, Kang."

"Bah! You are as transparent as your holographic form at the moment. Captain America would not send a novice such as yourself. You have been an Avenger for less than three months."

Monica was taken aback, "How could you know that?"

"My dear, I have detailed records on the entire history of your pathetic team. I know more about you than you do yourself."

This wasn't going well at all. The villains had recovered by now and were standing in a half circle in front of the two women. Off to the side, the civilians stood as still as statues, completely at the mercy of the White Queen. Monica felt the situation rapidly slipping out of her control.

"Resume human form," Kang commanded, "Immediately."

"Don't do it," the stranger said, "He's going to kill them all regardless of what you do."

The next few seconds seemed like an eternity, until a sudden rumbling heralded the approach of another aircraft. Monica released the breath she had been unconsciously holding.

"Time for the real negotiations to begin, Kang."

She only hoped the Beast was up to the task.


End file.
